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

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. The Company may terminate Executive’s employment hereunder at any time during the Term for any reason other than for “cause” (aas defined above) The by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10) days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay to Executive all salary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section 4 incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without their consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (iii) any reduction of the Annual Salary without Executive’s consent. In addition, in the event of such termination without cause or for good reason, the Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”duties: (i) The Company will shall pay to Executive a severance payment in an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal salary then payable to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b3(a) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release hereof on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, but not more than the Salary left to be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the Company’s customary pay schedule, at the annual rate of Executive’s Salary on the date of termination; (ii) The Company shall pay to Executive all deferred compensation, if any, owed to Executive, under any unreimbursed business expenses incurred by Executive payable other agreement in a single lump sum payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the Internal Revenue Code shall be paid in accordance with the Company’s standard expense reimbursement policies, terms and provisions of such plans; (iii) benefits owed All outstanding stock options allocated to Executive which would have been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be immediately vested, subject to the restrictions that may apply under the law including restrictions applicable to any qualified retirement plan or health options granted under the Company’s 2010 Long-Term Incentive Plan; and (iv) Executive shall no longer be subject to the covenants and welfare benefit plan in which Executive was a participant in accordance with applicable law and agreements not to compete under Section 6 of this Agreement following the provisions date of such plantermination under this Section 5(d).

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the Company pursuant following, (subject to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 the provisions of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:Paragraph 26): (i) The Company will pay Executive an amount equal to the Accrued Benefits; (ii) the SERP Benefit; (iii) one (1) times the sum of (A) Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount period of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date plus (the “COBRA Severance Period”); (iiB) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), Target Bonus for the remainder of year in which the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment is terminated. Except as required by the Company. Executive will Code Section 409A (as defined below), this total amount shall be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense payroll practices (e.g. bi-weekly) over the twelve (12) month period following Executive’s termination, except no payment shall be made until after the Release (as defined below) becomes effective and the first payment thereafter shall include any missed payment. Notwithstanding the foregoing, if any execution and revocation period overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment; (iv) If Executive elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company shall reimburse Executive, on a monthly basis, for a portion of Executive’s COBRA payments (provided such reimbursement policiesdoes not result in any taxes or penalties for the Company) in an amount equal to the difference between (A) the amount the Company paid as a monthly premium for Executive’s participation in such plan immediately prior to Executive’s termination Without Cause or termination for Good Reason and (B) the amount Executive was required to pay as a monthly premium for participation in such plan immediately prior to such termination, until the earlier of (x) the end of the twelve (12) month period beginning on the effective date of termination of the Executive’s employment hereunder, or (y) such time as the Executive is eligible to be covered by comparable benefits of a subsequent employer. The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any health or welfare plans of another employer; and (v) a lump sum payment in cash equal to the portion of the Target Bonus which would have been payable to the Executive for the fiscal year in which the termination occurred, based on the actual performance level during such fiscal year, but with such amount further prorated based on the number of days that elapsed between the start of such fiscal and the date of such termination of Executive’s employment. This pro-rated bonus (if any) will be paid at such time as the bonus would have been paid had Executive remained employed with the Company through the end of the applicable bonus period. Payments and benefits provided pursuant to this Paragraph 10(d) shall be paid in lieu of, and not in addition to, any other contractual, notice or statutory pay or other accrued compensation obligation (iii) benefits owed to Executive under any qualified retirement plan or health excluding accrued wages and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plandeferred compensation).

Termination Without Cause or for Good Reason. (a) The Company shall have Subject to the right to terminate terms and conditions of eligibility for Executive’s employment with receipt of severance benefits under this Agreement, including the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” timely execution and delivery (as defined in Section 6.3(b) belowand non-revocation) by giving notice Executive of the Separation Agreement and General Release as described set forth in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If SECTION 6.10, if the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s his employment with for Good Reason, the Company for Good Reason and provided that such termination constitutes a “separation from service” (shall pay to Executive, as defined under Treasury Regulation Section 1.409A-1(h)severance benefits, without regard which amounts are in addition to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations Compensation upon Termination set forth in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”SECTION 3.3 herein: (i) The Company will pay Executive an An amount equal to Executive’s then current 100% of his Base Salary for twelve (12) months, less all applicable withholdings and deductions, which shall be paid in equal installments to Executive on a salary continuation basis according to the Company’s normal payroll schedule following practices over the termination date, with the first payment beginning on the Severance Pay Commencement Date twelve (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (612) month period following Executive’s the date Executive incurs a Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Companybut in no event less frequently than monthly. (cii) If An amount equal to 100% of Executive’s Target Bonus, which shall be paid to Executive in equal installments according to the Company’s normal payroll practices over the twelve (12) month period following the date Executive incurs a Separation from Service, but in no event less frequently than monthly. (iii) Subject to (1) Executive’s timely elects continued election of continuation coverage under COBRA for Executive the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (2) Executive’s covered dependents under continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plans following plan (to the extent permitted under applicable law and the terms of such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for plan) which covers Executive (and Executive’s covered eligible dependents) on the termination date until the earliest of: (i) for a period of twelve (12) months following at the termination date (the “COBRA Severance Period”); (ii) the date when Company’s expense, provided that Executive becomes is eligible and remains eligible for substantially equivalent health insurance coverage COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(iii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier continued payment of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time premiums by the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, under the 2010 Patient Protection and Affordable Care ActAct of 2010, as amended by the 2010 Health Care and Education Reconciliation Act)amended, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to or other applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s employment with the Company pursuant to this Section 6.1 without Cause (as defined below) at any time, time during the Employment Period upon ten (10) days’ written notice provided to Executive in accordance with Section 6.68 below or, without “Cause” in the Company’s sole discretion, payment of Executive’s Base Salary for such period in lieu of notice. In addition, Executive may terminate his employment for Good Reason (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment during the Employment Period in accordance with the Company for Good Reason and provided that such termination constitutes terms of Section 7(i)(ii) hereof. If Executive experiences a “separation from service” (as defined under within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a ) (“Separation from Service”), then Executive shall be entitled ) due to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the a termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, by the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid without Cause or by Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this SectionGood Reason, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representativespromptly or, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided case of obligations described in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; clause (iv) Executive complies with below, as such obligations become due, pay or provide to Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued earned but unpaid salary Base Salary accrued through the date of terminationsuch Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, (iii) reimbursement of any unreimbursed business expenses incurred by Executive payable in accordance with prior to the Company’s standard expense reimbursement policiesTermination Date that are reimbursable under Section 6 above, (iv) any vested benefits and (iii) benefits owed other amounts due to Executive under any qualified retirement plan plan, program or health policy of the Company, (v) if the Termination Date occurs after the end of a fiscal quarter but before the Bonus Payment Date in respect of such quarter, the quarterly bonus that would have been paid pursuant to Section 3(b)(i) had Executive remained employed until the Bonus Payment Date, and welfare benefit plan (vi) any payment in which Executive was lieu of notice of termination under this Section 7(a) (together, the “Accrued Obligations”). In addition, subject to Section 7(f) below and Executive’s execution and non-revocation of a participant binding release in accordance with applicable law and Section 7(g) below, in the provisions event of such plan.a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, the Company shall pay or provide to Executive the following (the “Severance”):

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or (as defined below), and Executive terminates may resign at any time with Good Reason (as defined below). If Executive’s employment by the Company is terminated by the Company without Cause, or if Executive resigns for Good Reason: 5.1.1. the Company shall pay all accrued and unpaid base salary through the date of such termination and reimburse all then unreimbursed expenses properly incurred by Executive pursuant to Section 4; 5.1.2. provided a Release (as defined below) has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), the Company shall pay equal installment payments payable in accordance with the Company's normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to the severance period set forth on Schedule A (the “Severance Period”) of Executive’s base salary for Good Reason and provided that the year in which the termination occurs. The first such termination constitutes a payment will be made on the sixtieth (60th) day following Executive’s “separation from service” (as such term is defined under Treasury Regulation Code Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall 409A) and the remaining payments will be entitled to receive the Accrued Obligations (defined below). If Executive complies made in accordance with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule for salaried employees; 5.1.3. provided a Release has been executed and become effective and enforceable in accordance with its terms following expiration of the termination date, applicable revocation period and Executive complies with the first payment beginning on the Severance Pay Commencement Date Restrictive Covenants (as defined set forth in Section 6.1(c) below6), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum shall reimburse Executive for the aggregate amount costs he incurs for continuation of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his employment) during the Severance Period and Executive’s covered dependents under in accord with the Company’s group health plans following applicable to its employees currently in effect. Executive shall, within thirty (30) days after each monthly COBRA payment he pays during the Severance Period for which he is entitled to reimbursement in accordance with the foregoing, submit appropriate evidence of such terminationpayment to the Company, then and the Company shall pay the COBRA premiums necessary to continue reimburse Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive , within ten (and Executive’s covered dependents10) on the termination date until the earliest ofbusiness days following receipt of such submission. The following provisions shall govern such reimbursement of continuation costs: (i) twelve the amount of the COBRA costs eligible for reimbursement in any one (121) months following calendar year of coverage will not affect the termination date (the “COBRA Severance Period”)amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month close of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day calendar year following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”)calendar year in which those costs were incurred; (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed Executive’s right to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions reimbursement of such plan.costs cannot be liquidated or exchanged for any other benefit. In the event the Company’s reimbursement of the reimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and Executive will be responsible for the payment of any additional income tax liability resulting from such coverage; and

Termination Without Cause or for Good Reason. (a) The Company If, during the Employment Period, the Employer shall have the right to terminate Terminate Executive’s employment with Without Cause or the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive shall Terminate Executive’s employment at any time without Cause or Executive terminates for Good Reason, then in consideration of Executive’s employment with the Company for Good Reason and provided that services rendered prior to such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:Termination; (i) The Company will the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the 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 (2) 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 “Accrued Obligations”); and B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and C. the product of (1) the aggregate cash bonuses paid or payable to Executive 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 (the “Prorated Bonus”). (ii) if Executive is eligible for and timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the Employer shall reimburse the Executive monthly for the monthly COBRA premium paid by Executive for himself and his dependents for a period of 18 months after the Termination Date (the “COBRA Reimbursement”). If the terms of the applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and his dependents beyond the expiration of the statutorily-proscribed COBRA period, the Employer shall make monthly cash payments to Executive in an amount equal to Executive’s then current Base Salary the monthly COBRA premium for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executivehis dependents for the duration of the 18 month period; provided, however, that the Employer’s covered dependents obligations under this item (ii) shall terminate on the Company’s date on which Executive enrolls in a group health plans following such terminationplan offered by another employer that provides substantially similar coverage; and (iii) for the Remaining Employment Period, then the Company Employer shall pay to Executive monthly an amount equal to the COBRA premiums necessary to continue provide benefits (other than medical and dental benefits covered by the COBRA Reimbursement in Section 8(a)(ii)) to Executive and/or Executive’s and family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”)employment had not been Terminated; (ii) the date when provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the welfare benefit plans of the successor employer as those Executive is receiving payment for substantially equivalent health insurance coverage in connection with new employment or self-employment; or under this item (iii), the Employer’s obligation to provide the payments under this item (iii) shall terminate on the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination enrolls in such benefits providing substantially similar coverage. For purposes of determining eligibility and years-of-service credit (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited tothe time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, to the 2010 Patient Protection and Affordable Care Act, as amended extent permitted by the 2010 Health Care terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive have retired on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”)period; (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; and (iv) Executive complies with Executive’s post-termination obligations under this Agreement and to the Proprietary Information Agreement; and (v) Executive complies with extent not theretofore paid or provided, the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed 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 any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planWelfare Benefit Plan.

Termination Without Cause or for Good Reason. Subject to the terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (aand non-revocation) The by Executive of the Separation Agreement and General Release as set forth in SECTION 6.11, the Company shall have the right pay to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”severance benefits: (i) The Company will pay Executive an An amount equal to the product of (a) 1.5 and (b) the sum of (x) the highest annual Base Salary rate for Executive in effect over the prior two (2) years and (y) the highest amount of Executive’s then current Base Salary for twelve Target Bonus over the prior two (122) monthsyears, less all applicable withholdings and deductions, which total payment shall be paid in equal installments to Executive on a salary continuation basis according to the Company’s normal payroll schedule following practices over the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) 18 month period following Executive’s the date the Executive incurs a Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Companybut in no event less frequently than monthly. (cii) If Executive Subject to (1) the Executive’s timely elects continued election of continuation coverage under COBRA for Executive the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (2) the Executive’s covered dependents under continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plans following plan (to the extent permitted under applicable law and the terms of such termination, then plan) which covers the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and the Executive’s covered eligible dependents) for a period of 18 months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iii) In addition to the benefits described in Section 3.4(a)(i) and (ii), in the event that such termination date until the earliest of: occurs within ninety (i90) days preceding or twelve (12) months following the termination date a “Change in Control” (the “COBRA Severance Period”as defined below); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on accelerate the last day of each remaining month vesting of the COBRA Payment PeriodExecutive’s then-outstanding and unvested stock options, a fully taxable cash payment equal stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the COBRA premium for extent that such month, subject to applicable tax withholding (such amount, awards would have vested solely upon the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits continued employment, such that one hundred percent (defined below) pursuant to 6.2(a100%) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims such awards become vested in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releasefull. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executiveevent Employee’s employment with is terminated (or this Agreement is not renewed for any additional Renewal Term) by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company by Employee for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)Reason, without regard to any alternative definition thereunder, a “Separation from Service”), then Executive Employee shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings accrued and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination unpaid compensation through the Severance Pay Commencement Termination Date. In addition, during the six (6) month period following Executive’s Separation from Serviceprovided Employee signs, Executive’s equity will continue delivers to satisfy any applicable time-based vesting conditionCompany, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke revoke, within thirty (30) days following the Termination Date, a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, waiver in a form acceptable to the Company (the “Release”general form of which is attached hereto as Exhibit A) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateConditions”), Employee shall receive the following severance package: (i) severance equivalent to one-hundred percent (100%) of the Employee’s then current annual Salary, less applicable withholding and deductions, paid in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date; and (ii) if Executive holds to the extent Employee participates in any medical, prescription drug, dental, vision and any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms “group health plan” of the ReleaseCompany immediately prior to Employee’s Termination Date, including without limitation any non-disparagement and confidentiality provisions contained the Company shall pay to Employee in Release. a lump sum a fully taxable cash payment in an amount equal to twelve (d12) For purposes times the monthly premium cost to Employee of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses continued coverage for Employee that would be incurred by Executive payable for continuation coverage under such plans in accordance with Section 4980B of the Company’s standard expense reimbursement policiesInternal Revenue Code of 1986, as amended, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable law and tax withholding, payable on the provisions first payday following the 30th day after Employee’s Termination Date. Employee may, but is not obligated to, use such payment toward the cost of such plancontinuation coverage premiums.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or event that Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as defined under amended (the “Code”), and Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a ) (“Separation from Service”) (1) by the Company without Cause (as defined herein), then or (2) by Executive for Good Reason (as defined herein), then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit A within 30 days after such Separation from Service, Executive shall be entitled to receive the Accrued Obligations benefits set forth below in this Section 5(a). Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Section 409A (as defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:. (i) The Company will shall pay Executive an amount equal to one times Executive’s then current Base Salary for twelve plus one times Executive’s Target Bonus (12as in effect on the date of Executive’s termination). The severance amount described in the previous sentence shall be paid as follows, subject to Section 19 below: (A) months, less all applicable withholdings and deductions, the continuation of Base Salary shall be paid in substantially equal installments on the Companyover a period of one year from Executive’s normal payroll schedule following the termination date, Separation from Service in accordance with the first payment payroll practices of the Company in effect from time to time, beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments first payroll date occurring on or after the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period thirtieth day following Executive’s Separation from ServiceService (such payroll date, Executive’s the “First Payroll Date”) (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date) and (B) the Target Bonus shall be paid on the date that executive bonuses are paid generally for the fiscal year in which the date of termination took place, which shall, in any event, be no earlier than the First Payroll Date and no later than two and one-half months after the end of such fiscal year; (ii) Any outstanding equity will continue to satisfy any awards held by Executive shall be governed by the terms of the applicable time-based vesting condition, as though Executive remained employed by Companyaward agreements. (ciii) If Executive timely elects continued coverage shall be entitled to benefits mandated under COBRA for Executive and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), under Section 4980B of the Code, or any replacement or successor provision of United States tax law, subject to Executive’s covered dependents valid election to receive COBRA benefits, with the premium paid at the Company’s expense until the first to occur of (A) eighteen months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plans following plan under COBRA, or (C) such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when that Executive becomes eligible for substantially equivalent coverage under the group health insurance coverage in connection with new employment plan of another employer, provided, that if any plan pursuant to which such benefits are provided is not, or self-employment; or (iii) ceases prior to the date Executive ceases to be eligible for COBRA expiration of the period of continuation coverage for any reasonto be, including plan termination (such period exempt from the termination date through the earlier application of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation ActSection 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in lieu of paying COBRA premiums substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). In addition, if Executive’s employment terminates pursuant to this SectionSection 5(a), the Company shall pay Executive on the last day of each remaining month amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other earlier date as requested may be mandated by applicable law) and shall pay or provide the Board); (iiiother benefits described in Section 5(d) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plantherewith.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executiveevent Employee’s employment with is terminated (or this Agreement is not renewed for any additional Renewal Term) by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company by Employee for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)Reason, without regard to any alternative definition thereunder, a “Separation from Service”), then Executive Employee shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings accrued and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination unpaid compensation through the Severance Pay Commencement Termination Date. In addition, during the six (6) month period following Executive’s Separation from Serviceprovided Employee signs, Executive’s equity will continue delivers to satisfy any applicable time-based vesting conditionCompany, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke revoke, within thirty (30) days following the Termination Date, a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, waiver in a form acceptable to the Company (the “Release”general form of which is attached hereto as Exhibit A) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateConditions”), Employee shall receive the following severance package: (i) severance equivalent to one hundred percent (100%) of the Employee’s then current annual Salary, less applicable withholding and deductions, paid in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date; and (ii) to the extent Employee participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Employee’s Termination Date, the Company shall pay to Employee in a lump sum a fully taxable cash payment in an amount equal to twelve (12) times the monthly premium cost to Employee of continued coverage for Employee that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Employee’s Termination Date. Employee may, but is not obligated to, use such payment toward the cost of continuation coverage premiums; and (iii) (A) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if Employee’s employment is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Executive holds Employee’s employment is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any other positions (the “Unpaid Bonus”), and (B) the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in equal installments over a twelve (12) month period on Company’s regular paydays, with the Company, Executive resigns first such position(s) to be effective no later than installment payment made on the date of Executivefirst payday following the 30th day after Employee’s termination date (or such other date as requested by the Board)Termination Date; (iii) Executive returns all Company property; and (iv) Executive complies the acceleration of vesting all equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with Executive’s post-termination obligations under this Agreement and respect to such shares that would have vested following the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in ReleaseTermination Date. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or (as defined below), and Executive terminates may resign at any time with Good Reason (as defined below). If Executive’s employment by the Company is terminated by the Company without Cause, or if Executive resigns for Good Reason: 5.1.1. the Company shall pay all accrued and unpaid base salary through the date of such termination and reimburse all then unreimbursed expenses properly incurred by Executive pursuant to Section 4; 5.1.2. provided a Release (as defined below) has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), the Company shall pay equal installment payments payable in accordance with the Company's normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to twelve (12) months (the “Severance Period”) of Executive’s base salary for Good Reason and provided that the year in which the termination occurs. The first such termination constitutes a payment will be made on the sixtieth (60th) day following Executive’s “separation from service” (as such term is defined under Treasury Regulation Code Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall 409A) and the remaining payments will be entitled to receive the Accrued Obligations (defined below). If Executive complies made in accordance with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule for salaried employees; 5.1.3. provided a Release has been executed and become effective and enforceable in accordance with its terms following expiration of the termination date, applicable revocation period and Executive complies with the first payment beginning on Restrictive Covenants (as set forth in Section 6), the Company shall reimburse Executive for the costs he incurs for continuation of Executive’s health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his employment) during the Severance Pay Commencement Date Period and in accord with the NSP group health plans applicable to NSP employees currently in effect. Executive shall, within thirty (as defined 30) days after each monthly COBRA payment he pays during the Severance Period for which he is entitled to reimbursement in Section 6.1(c) below)accordance with the foregoing, submit appropriate evidence of such payment to the Company, and the remaining installments occurring on Company shall reimburse Executive, within ten (10) business days following receipt of such submission. The following provisions shall govern such reimbursement of continuation costs: (i) the amount of the COBRA costs eligible for reimbursement in any one (1) calendar year of coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In the event the Company’s regularly scheduled payroll dates thereafter; provided that on reimbursement of the Severance Pay Commencement Datereimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will pay in a lump sum report such taxable income as taxable W-2 wages and collect the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In additionapplicable withholding taxes, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all responsible for the payment of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination any additional income tax liability resulting from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”)coverage; (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.and

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for Cause (aother than a termination for Disability) The or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the right to terminate Executive’s employment with end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company pursuant and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving other senior executives; provided that the benefits described in Sections 6.1 or Section 6.2. (b) If Board determines that the Company terminates was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s employment 's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time without Cause or Executive terminates after Executive’s employment with 's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and provided that such termination constitutes a “separation providing services as an employee or as an independent contractor from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company's obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid for such benefits on behalf of Executive through such date had if the payments commenced on the effective date benefits were provided to him as an employee. The continuation of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following health benefits under this subsection shall reduce and count against Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents 's rights under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier Consolidated Omnibus Budget Reconciliation Act of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act1985, as amended by the 2010 Health Care and Education Reconciliation Act("COBRA"), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate event the Executive’s employment with the Company pursuant to this Section 6.1 is terminated by the Company without Cause or by the Executive for Good Reason, at any time, and, provided no Change in accordance with Section 6.6Control shall have occurred, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary Executive, in cash, aggregate severance payments equal to continue Executive’s and Executive’s covered dependents’ health insurance coverage the Severance. The Company shall pay to the Executive any such severance payments due hereunder in effect for Executive twenty four (and Executive’s covered dependents24) equal monthly payments on the termination date until first day of each month following such termination. In addition, (a) the earliest of: Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (i) twelve (126) months following the termination date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the “COBRA Severance Period”); Date of Termination, (ii) ten (10) years following the date when 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 twenty four (24) month period from such termination or until the Executive becomes eligible for substantially equivalent health insurance similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that the 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 connection with 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 twenty four (24) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employment or selfemployer, whichever is earlier. In addition, all stock options, restricted stock and other long-employment; or (iii) term awards held by the Executive on the date of termination under any of the Company’s long-term incentive plans that would vest or become exercisable within the twenty four (24) months following such termination of employment had the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from stayed in the termination date through the earlier employ of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans vest and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreementbecome immediately exercisable, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor . Any part of the Company and its affiliates and representatives, foregoing benefits that are attributable to participation in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which the Executive was a participant can no longer participate under applicable law, shall be paid by the Company from other sources such that the Executive receives substantially similar benefits to those provided for under the plan. All amounts payable hereunder shall be paid monthly during such twenty four (24) month period and any amounts payable hereunder are in accordance with applicable law and the provisions of such planlieu of, not in addition to, amounts payable under Section 4.

Termination Without Cause or for Good Reason. (a) The Company may voluntarily terminate this Agreement without Cause by giving written notice to Executive. Any such notice shall have specify the right exact date of termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to terminate the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or incentive compensation opportunity; (ii) a material diminution in Executive’s authorities, duties and/or responsibilities so as to cause Executive’s position with the Company; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment with under this Agreement is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Reason, subject to the condition set forth below in Section 1.409A-1(h4(c), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive receive, after the Termination Date, the Accrued Obligations and eighteen (defined below). If Executive complies with the obligations in Section 6.1(c18) below, Executive shall also be eligible to receive months of the following “Severance Benefits”: : (i) The Company will pay Executive an amount equal to Executive’s then current his Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments at the rate existing on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date Termination Date; (as defined in Section 6.1(cii) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If if Executive timely elects continued coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, for Executive himself and Executive’s his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (himself and Executive’s covered dependents) his eligible dependents on the date of his termination date until the earliest of: of (iA) twelve the date that is eighteen (1218) months following after the termination date Termination Date, (B) the “COBRA Severance Period”); expiration of Executive’s eligibility for continuation coverage under COBRA, or (iiC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination employment (such period from the termination date through the earlier earliest of (i)-(iiiA) through (C), (the “COBRA Payment Period”); and (iii) one-half (1/2) of the stock options then held by Executive and not vested at the time of such termination shall become fully vested and exercisable as of the Termination Date; provided that, if the Termination Date is within twelve (12) months after a “Change in Control” (as defined in the Company’s 2015 Omnibus Equity Incentive Plan), then all of the stock options then held by Executive and not vested at the time of such termination shall become fully vested and exercisable as of the Termination Date. With respect to payment of COBRA premiums described above, Executive must pay his portion of any premiums with after-tax income and any portion of such premiums paid for by the Company shall be fully taxable to Executive. If Executive becomes eligible for coverage under another employer’s group health plan, through self-employment, or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section, Executive must immediately notify the Company of such event, and the Company’s obligation to pay COBRA premiums on Executive’s behalf shall cease. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying COBRA premiums pursuant to this Sectionon Executive’s behalf, the Company shall will pay Executive on the last day of each remaining month of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premium for such that month, which payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), for such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the remainder expiration of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by Period prior to the Company. Executive will be paid all end of the Accrued Obligations COBRA continuation period. Such Special Severance Payment shall end on the Company’s first payroll date after Executive’s date earlier of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) the date on which Executive executes and does not revoke a separation agreement containing an effectivecommences other full-time, general release of claims in favor of the Company and its affiliates and representativesregular employment (i.e., in a form acceptable to the Company (the “Release”excluding temporary or consulting positions) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than close or termination of the date of COBRA continuation period following Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable . All Base Salary payments shall be paid over time in accordance with the Company’s standard expense reimbursement policiesgeneral payroll practices, as and (iii) benefits owed to when such Base Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any qualified retirement plan obligation to mitigate the Company’s obligation by securing other employment or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planotherwise.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with If this Agreement is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by the Executive terminates Executive’s employment with for Good Reason, then the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then will pay the Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary 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 twelve (12) months, less all applicable withholdings and deductions, paid reimbursement of business expenses is submitted in equal installments on accordance with the Company’s normal payroll schedule following policies and submitted within five (5) business days of the Executive’s termination date; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (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, vision and dental insurance to the Executive 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 first payment beginning on date determined by the Severance Pay Commencement Date (as defined Company in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Dateits sole discretion. In addition, the Company will pay in the Executive a lump sum separation payment equal to one and one-half times (1.5x) the aggregate amount Executive’s then current Base Salary. Payment of the cash severance payments that the Company would have paid Executive through such date had the payments commenced separation payment shall begin on the effective first regular payroll payment date of termination through occurring after the Severance Pay Commencement Date. In addition, during sixtieth (60th) day following the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA 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 practices. Except as set forth in this Section 7.4, the Company shall have no other obligations to the Executive under this Agreement; (ii) however, the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases shall continue to be eligible for COBRA continuation coverage for any reasonbound by Section 10 and all other post-termination obligations to which the Executive is subject, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing obligations contained in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by that survive the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment expiration or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) termination of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releaseherein. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to Executive may voluntarily terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below)Reason. If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued ObligationsGood Reason” are shall mean the Company materially breaches this Agreement, and such change or breach is not cured by the Company within thirty (30) days from the date the Executive delivers a written notice of termination for Good Reason, where such notice shall include the specific section of this Agreement which was relied upon and the reason that the Company's act or failure to act has given rise to his termination for Good Reason. In the event the Executive’s employment is terminated without Cause or for Good Reason, the Company shall continue to be responsible to Executive for the payment of all Base Salary Amount solely for a period of twelve (12) months (“Severance Period”) payable on the Company’s usual paydays (“Severance Pay”); provided, however, that (i) Executive’s accrued but unpaid salary through the date of terminationExecutive shall perform his covenants, duties and obligations under Sections 6.1, 6.2 and 6.3, and (ii) any unreimbursed business expenses incurred Executive executes a separation agreement that includes a general mutual release by the Company and Executive payable in accordance with favor of the Company’s standard expense reimbursement policiesother and their successors, affiliates and estates to the fullest extent permitted by law, drafted by and in a form reasonably satisfactory to the Company and Executive, and (iii) benefits owed Executive does not revoke the mutual general release within any legally required revocation period, if applicable. All legally required and authorized deductions and tax withholdings shall be made from the Severance Pay, including for wage garnishments, if applicable, to the extent required or permitted by law. Company shall continue to provide Executive during the Severance Period continued coverage under any qualified retirement plan or the medical and other health and welfare benefit plan plans of Company, as permissible under law, in which Executive was a participant immediately prior to the date of his termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Company under the terms of such plans as in effect from time to time (“Continued Benefits”). (b) In addition, Executive shall be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable law plan), any benefits under any plans of the Company in which the Executive is a participant to the full extent of the Executive’s rights under such plans (including accelerated vesting, if any, of any options granted to the Executive under the Plan), accrued vacation pay and any appropriate business expenses incurred by the provisions Executive in connection with his duties hereunder, all to the date of termination. (c) Notwithstanding Section 5(a), if during the Severance Period the Executive accepts other employment or consultancy, the Severance Pay awarded to the Executive hereunder shall be reduced by the amount of any compensation payable as a result of such planother employment or consultancy, and any Continued Benefits shall be reduced also. Executive shall provide written notification to the Company of any employment or consultancy he accepts during the Severance Period.

Termination Without Cause or for Good Reason. (a) The Company shall have may terminate the right to terminate Executive’s employment with hereunder without Cause at any time upon written notice to the Company pursuant Executive. Such notice shall specify the effective date of the termination of the Executive’s employment. The Executive may terminate his employment for Good Reason by providing 30 days’ prior written notice to the Company. In the event of the termination of the Executive’s employment under this Section 6.1 at any time6(c) without Cause or by the Executive for Good Reason, in accordance with Section 6.6, without “Cause” each case prior to or more than 24 months following a Material Change (as defined in Section 6.3(b) below) by giving notice the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as described in Section 7.1 amended and restated effective November 17, 2015 (the “Change of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from ServiceControl Plan”), then the Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”to: (i) The Company will pay Executive an amount payment of the Accrued Payments; (ii) a cash separation allowance, payable in equal installments in accordance with normal payroll practices over a 12-month period beginning immediately following the date of termination, equal to (2) times the Executive’s then current applicable Base Salary Salary; (iii) payment of any annual incentive bonuses earned but not yet paid for twelve any completed full fiscal year immediately preceding the employment termination date; (iv) all of the Executive’s then unvested restricted stock or restricted stock units granted to the Executive will continue to vest and restrictions lapse in accordance with their respective terms over the 12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule -month period immediately following the such termination date, with the first payment beginning conditioned on the Severance Pay Commencement Date (as defined Company receiving from the Executive the release of claims referred to in Section 6.1(c6(h) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, ; (v) the Company will pay shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in a lump sum effect for the aggregate amount Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs, if any, provided to the Executive pursuant to Section 5(a) hereof (to the extent permitted by the then applicable terms of such programs) until the earlier of (i) the end of the cash severance payments that the Company would have paid Executive through such date had the payments commenced 12 month period beginning on the effective date of the termination through of the Severance Pay Commencement DateExecutive’s employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as “Benefits Continuation”. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall agrees to pay the Executive a lump sum cash payment (subject to applicable taxes and withholdings) in order to enable the Executive to pay for medical and dental coverage (through COBRA premiums necessary or otherwise) that is comparable to continue Executive’s the medical and Executive’s covered dependents’ health insurance dental coverage in effect for Executive (and Executive’s covered his dependents, if any) on immediately prior to his termination of employment, with such cash amount equal to the termination date until cost of the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when premiums for such coverage that would apply if Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases were to be eligible for elect COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date medical and dental plans following his termination of termination from employment or earlier if required by law. Executive shall receive and continue such coverage for the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release 12 month period beginning on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of the Executive’s termination date (of employment. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms welfare plans, programs or arrangements of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releaseanother employer. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company may voluntarily terminate this Agreement without Cause by giving written notice to Executive. Any such notice shall have specify the right exact date of termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to terminate the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or incentive compensation opportunity; (ii) a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location, other than with respect to the relocation of the Company’s principal business office to Brentwood, Tennessee and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment with under this Agreement is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Reason, subject to the condition set forth below in Section 1.409A-1(h5(c), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive receive, after the Termination Date, the Accrued Obligations and eighteen (defined below). If Executive complies with the obligations in Section 6.1(c18) below, Executive shall also be eligible to receive months of the following “Severance Benefits”: : (i) The Company will pay Executive an amount equal to Executive’s then current his Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments at the rate existing on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date Termination Date; (as defined in Section 6.1(cii) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If if Executive timely elects continued coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, for Executive himself and Executive’s his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (himself and Executive’s covered dependents) his eligible dependents on the date of his termination date until the earliest of: of (iA) twelve the date that is eighteen (1218) months following after the termination date Termination Date, (B) the “COBRA Severance Period”); expiration of Executive’s eligibility for continuation coverage under COBRA, or (iiC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination employment (such period from the termination date through the earlier earliest of (i)-(iiiA) through (C), (the “COBRA Payment Period”). With respect to payment of COBRA premiums described above, Executive must pay his portion of any premiums with after-tax income and any portion of such premiums paid for by the Company shall be fully taxable to Executive. If Executive becomes eligible for coverage under another employer’s group health plan, through self-employment, or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section, Executive must immediately notify the Company of such event, and the Company’s obligation to pay COBRA premiums on Executive’s behalf shall cease. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying COBRA premiums pursuant to this Sectionon Executive’s behalf, the Company shall will pay Executive on the last day of each remaining month of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premium for such that month, which payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), for such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the remainder expiration of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by Period prior to the Company. Executive will be paid all end of the Accrued Obligations COBRA continuation period. Such Special Severance Payment shall end on the Company’s first payroll date after Executive’s date earlier of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) the date on which Executive executes and does not revoke a separation agreement containing an effectivecommences other full-time, general release of claims in favor of the Company and its affiliates and representativesregular employment (i.e., in a form acceptable to the Company (the “Release”excluding temporary or consulting positions) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than close or termination of the date of COBRA continuation period following Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable . All Base Salary payments shall be paid over time in accordance with the Company’s standard expense reimbursement policiesgeneral payroll practices, as and (iii) benefits owed to when such Base Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any qualified retirement plan obligation to mitigate the Company’s obligation by securing other employment or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planotherwise.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” is terminated by the Company other than for Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not other than a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 Disability) or Section 6.2. (b) If by Executive for Good Reason, the Company terminates shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. If at any time without Cause or Executive terminates after Executive’s employment with termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and provided that such termination constitutes a “separation providing services as an employee or as an independent contractor from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company’s obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject benefits on behalf of Executive if the benefits were provided to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder him as an employee. The continuation of the COBRA Payment Period. Nothing in health benefits under this Agreement subsection shall deprive Executive of reduce and count against Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all Consolidated Omnibus Budget Reconciliation Act of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement1985, as applicable, if: amended (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateCOBRA”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” is terminated by the Company other than for Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not other than a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 Disability) or Section 6.2. (b) If by Executive for Good Reason, the Company terminates shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of six (6) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. If at any time without Cause or Executive terminates after Executive’s employment with termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and provided that such termination constitutes a “separation providing services as an employee or as an independent contractor from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company’s obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject benefits on behalf of Executive if the benefits were provided to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder him as an employee. The continuation of the COBRA Payment Period. Nothing in health benefits under this Agreement subsection shall deprive Executive of reduce and count against Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all Consolidated Omnibus Budget Reconciliation Act of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement1985, as applicable, if: amended (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateCOBRA”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have Upon the right to terminate termination of the Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by the Executive terminates Executive’s employment with the Company for Good Reason Reason, and provided that such termination constitutes a “separation from service” (as defined i) the Executive timely executes and does not revoke the Release required under Treasury Regulation Section 1.409A-1(h)6 and (ii) the Executive has complied with and continues to comply with the restrictive covenants set forth in Section 8, without regard to any alternative definition thereunder, a “Separation from Service”), then the Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be become eligible to receive the following “Severance Benefits”payments and benefits: (i) The Company will shall pay the Executive a severance payment in an amount equal to the sum of (i) six months of the Executive’s then current Base Salary (at the rate then in effect) and (ii) one week of the Executive’s Base Salary (at the rate then in effect) for each year of service with the Company up to a maximum of twelve (12) monthsweeks, less all applicable withholdings and deductions, which shall be paid in equal installments on over the twelve-month period following the Executive’s termination, in accordance with the Company’s normal payroll schedule practices. Payment will commence within sixty days following the Executive’s termination date and any installments not paid between the termination date and the date of the first payment will be paid with the first payment. (ii) The Company shall pay the Executive a lump sum payment equal to the cost that would be payable by the Company, as measured as of the Executive’s termination date, with to obtain continued health care coverage for the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), Executive and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting conditionspouse and eligible dependents, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents applicable, under the Company’s employee group health plans plan for the eighteen-month period following such termination, then at the level in effect for each of them on such termination date. Payment will be made within sixty days following the Executive’s termination date. (iii) The Company shall pay the COBRA premiums necessary to continue Executive a prorated Annual Bonus for the Fiscal Year in which the Executive’s and Executive’s covered dependents’ health insurance coverage termination of employment occurs. The prorated Annual Bonus shall be determined by multiplying the Target Bonus for the Fiscal Year of termination by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in effect for Executive (and Executive’s covered dependents) on the Fiscal Year in which the termination date until occurs and the earliest of: denominator of which is 365. The prorated Annual Bonus shall be paid within sixty days following the Executive’s termination date. (iiv) If such termination occurs prior to or more than 24 months following a Change of Control, then the Equity Awards shall be treated as follows: a. Subject to subsection (viii), any outstanding share option, which vests solely upon continuous service with the Company (each, a “Time-Based Option”), shall, on the date of the Executive’s termination of employment, become vested and exercisable with respect to the number of shares (if any) that would have vested and become exercisable had the Executive continued in employment or service for a period of twelve (12) months following the termination date (the “COBRA Severance PeriodSpecial Vesting Option Shares”); (ii. All Time-Based Options may be exercised for any Special Vesting Option Shares and any previously-vested shares for a period of six months following the Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option ( including with respect to the Special Vesting Option Shares and any previously-vested shares) shall terminate on the date when that is six months following the Executive’s termination date or (if earlier) upon the expiration of the term of the Time-Based Option. b. Subject to subsection (viii), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall, on the date of the Executive’s termination of employment, become vested and payable with respect to the number of units (if any) that would have vested had the Executive becomes eligible for substantially equivalent health insurance coverage continued in connection with new employment or selfservice for a period of twelve months following the termination date. The shares underlying any restricted share units that vest under this subsection (iv)b. shall be issued on the date of the Executive’s termination of employment or service or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Executive’s termination date occurs. c. Subject to subsection (viii), any outstanding performance share award, which (A) was subject to vesting in whole or in part based on attainment of performance objectives and (B) with respect to which the specified performance period has been completed prior to the Executive’s termination such that the award remains subject to vesting only based on continuous service during a specified service period, shall, on the date of the Executive’s termination of employment, become vested with respect to the number of shares (if any, as determined in accordance with the agreement evidencing the award) that would have vested had the Executive continued in employment or service for a period of twelve months following the termination date, based on the level of attainment of the performance objectives. Any shares that vest under this subsection (iv)c. shall be issued on the date of the Executive’s termination of employment or service or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Executive’s termination date occurs. Any performance share award that was subject to vesting in whole or in part based on attainment of performance objectives and with respect to which the performance period has not been completed prior to the Executive’s termination, shall terminate immediately upon the Executive’s termination. (v) If such termination occurs within 24 months following a Change of Control, then the Equity Awards to the extent outstanding shall be treated as follows: a. Subject to subsection (viii), any Time-employment; Based Option shall become fully vested and exercisable upon such termination. All Time-Based Options (including with respect to any previously-vested shares) may be exercised for a period of six months following the Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option shall terminate on the date that is six months following the Executive’s termination date or (iiiif earlier) upon the date Executive ceases expiration of the term of the Time-Based Option. b. Subject to be eligible for COBRA continuation coverage for any reason, including plan termination subsection (such period from the termination date through the earlier of (i)-(iiiviii), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall become fully vested and payable upon such termination. The shares underlying any restricted share units that vest under this subsection (v)b. shall be issued upon such termination. c. Subject to subsection (viii), any outstanding performance share award shall, upon such termination, become vested with respect to the number of shares (if any as determined under the agreement evidencing the award) then subject to the award. Any shares that vest under this subsection (v)c. shall be issued within sixty days following such termination. (vi) Notwithstanding anything in this Agreement to the contrary, to the extent that the Equity Awards constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “ReleaseCode”) and the Release is enforceable and effective as provided Treasury Regulations thereunder, if (i) a Change of Control does not constitute a “change in control event” under Section 409A of the Release on Code, or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) otherwise required by Section 409A of the Code, any shares that vest pursuant to subsection 5(c)(iv) or 5(c)(v) above shall be issued only in accordance with and as permitted under Section 409A of the Code. (vii) Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release required under Section 6, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (viii) In the event that the Executive holds any other positions with violates the Companyrestrictive covenants set forth in Section 8, the Executive resigns such position(s) to shall not be effective no later than entitled, after the date of Executive’s termination date such violations or activity (as the case may be), to receive any payouts, benefits or continued vesting under this Section 5(c), and any unvested Equity Awards shall be immediately forfeited, and the Company may take such other date enforcement actions as requested set forth herein or permitted by the Board); applicable law. (iiiix) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement The Equity Awards shall continue to be governed by and the Proprietary Information Agreement; and (v) Executive complies with subject to the terms of the Releaseapplicable award agreements (including any clawback provisions thereunder), including without limitation any non-disparagement and confidentiality provisions contained in Releaseas amended to reflect this subsection (c). (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with by the Company pursuant ceases due to this Section 6.1 at any time, in accordance with Section 6.6, a termination by the Company without “Cause” Cause (as defined in Section 6.3(b) below) or a resignation by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(hbelow), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall will be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”to: 5.1.1 payment of any annual bonus otherwise payable (i) The Company will pay Executive an amount equal to but for the cessation of Executive’s then current employment) with respect to a year ended prior to the cessation of Executive’s employment; 5.1.2 continuation of Executive’s Base Salary for a period equal to twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard payroll practices; 5.1.3 payment equal to Executive’s target annual bonus described in Section 4.2.1, paid in twelve (12) substantially equal installments over a twelve-month period and in accordance with the Company’s standard payroll practices; 5.1.4 accelerated vesting of any unvested restricted stock, stock options and other equity incentives awarded to Executive by the Company that are solely subject to time-based vesting criteria equal to what would have vested had Executive remained employed for twelve (12) additional months; and 5.1.5 waiver of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of such cessation, his eligible dependents) for a period equal to twelve (12) months. Except as otherwise provided in this Section 5.1, and except for payment of all (i) accrued and unpaid Base Salary through the date of such cessation, (ii) any expense reimbursement policies, reimbursements to be paid in accordance with Company policy and (iii) benefits owed to Executive under payments for any qualified retirement plan or health and welfare benefit plan in which Executive was a participant accrued but unused paid time off in accordance with the Company’s policies and applicable law law, all compensation and benefits will cease at the time of such cessation and the provisions Company will have no further liability or obligation by reason of such cessation. The payments and benefits described in this Section 5.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. For avoidance of doubt, any unvested restricted stock, stock options and other equity incentives awarded to Executive by the Company that are subject to performance-based vesting shall become vested, if at all, in accordance with the Company’s Amended and Restated 2014 Stock Incentive Plan (or any successor provision or plan) (the “Plan”) and the applicable award agreement. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 5.1 are conditioned on: (a) the Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 45th day following the effective date of his cessation of employment, of a general release of claims against the Company and its affiliates in a form reasonably prescribed by the Company (the “Release”); and (b) the Executive’s continued compliance with the Restrictive Covenants (as defined below). Subject to Section 5.4, below, the benefits described in Section 5.1 will be paid or provided (or begin to be paid or provided) as soon as administratively practicable (or determinable in the case of the benefits described in Section 5.1.1) after the Release becomes irrevocable, provided that if the 45 day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” is terminated by the Company other than for Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not other than a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 Disability) or Section 6.2. (b) If by Executive for Good Reason, the Company terminates shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. If at any time without Cause or Executive terminates after Executive’s employment with termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and provided that such termination constitutes a “separation providing services as an employee or as an independent contractor from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company’s obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid for such benefits on behalf of Executive through such if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). All benefits provided under Section 8(d)(iii) may be paid to the Employee within thirty (30) days of the termination date had once all necessary applicable releases have been signed by the payments commenced on Employee and returned to the effective Company. Notwithstanding anything to the contrary herein, if Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code as of the date of any termination, any benefits due under this Section 4(d) otherwise payable within six months following termination through shall be provided in one lump sum six months from the Severance Pay Commencement Datedate of termination. In additionHowever, during any payment or portion thereof which is subject to an exemption for separation pay to specified employees as provided under Section 409A and the relevant Treasury Regulations, or is subject to any other exemption provided under Section 409A and the relevant Treasury Regulations allowing for payment to a specified employee prior to the date that is six (6) month period following Executive’s Separation months after the date of separation from Serviceservice, Executive’s equity will continue may be paid to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. Employee within thirty (c30) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on days of the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of once all applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended releases have been signed by the 2010 Health Care Executive and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal returned to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with hereunder shall be terminated by the Company pursuant without Cause, termination upon the expiration of the Term following notice of non-renewal by the Company, or by Executive for Good Reason, then in addition to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as the payments and benefits described in Section 7.1 4(b) and subject to Section 17 and Executive’s continuing compliance with Section 5 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The the Company will shall pay Executive an amount equal to nine months of the Executive’s then current Base Salary for twelve (12) monthsthe “Severance Payment”), less all applicable withholdings and deductions, paid in equal installments on payable during the Company’s normal payroll schedule nine-month period following the such termination dateof employment, with the first payment beginning on the Severance Pay Commencement Date (Payment commencing as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period soon as administratively feasible within 60 days following Executive’s Separation from Servicetermination of employment and the first installment payment including the portion of the Severance Payment that was payable prior to such first payment date; provided, however, if the Executive’s equity will continue employment is terminated under circumstances entitling the Executive to satisfy any applicable time-based vesting conditionseverance under this Section 4(c) within 12 months following a Change in Control (a “CIC Qualifying Termination”), as though Executive remained employed by Company.then the Severance Payment and period to pay the Severance Payment shall be increased to 12 months; (cii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive an annual bonus for the COBRA premiums necessary year of termination equal to continue the Executive’s and target annual bonus opportunity, payable within 60 days following the Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) termination of employment, subject to proration based on the termination date until number of days in the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) calendar year that have elapsed prior to the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or of termination; (iii) following the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation termination of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Sectionemployment, the Company shall pay to the Executive (or to the Executive’s family in the event of Executive’s death) on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment monthly basis an amount equal to the COBRA monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 continuation coverage premium for such month, subject at the same level and cost to applicable tax withholding the Executive (such amount, or the “Special Severance Payment”), for Executive’s family in the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive event of Executive’s rights death) as immediately preceding the Executive’s termination of employment, under COBRA the Company group medical plan in which the Executive participated immediately preceding the Executive’s termination of employment, less the amount of the Executive’s portion of such monthly premium as in effect immediately preceding the Executive’s termination of employment, until the earlier of (A) nine months after the Executive’s termination of employment and (B) the Executive and Executive’s family have obtained other substantially similar healthcare coverage; provided, however, if the Executive experiences a CIC Qualifying Termination, then the number of months set forth in clause (A) of this sentence shall be increased to 12 months; For the avoidance of doubt, Executive shall not be entitled to the benefits described in this Section 4(c) for a Termination due to Disability, termination of Executive’s employment for Cause, Executive’s death, or ERISA for benefits under plans and policies arising under termination of Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds for any reason other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releasefor Good Reason. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with by the Company pursuant ceases due to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If by the Company terminates Executive’s employment at any time without Cause or a resignation by Executive terminates for Good Reason, Executive will be entitled to: 5.1.1. payment of any annual bonus otherwise payable (but for the cessation of Executive’s employment employment) with respect to a year ended prior to the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to cessation of Executive’s then current employment; 5.1.2. continuation of Executive’s Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in a period equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard payroll practices; 5.1.3. payment of prorated Bonus for the current year based on the achievement of the performance criteria achieved through the termination date, as determined by the Board after consultation with the Committee, paid in accordance with the Company’s standard payroll practices; and 5.1.4. if Executive is eligible for COBRA benefits, waiver of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of such cessation, his eligible dependents) during the Severance Period. Except as otherwise provided in this Section 5.1, and except for payment of all (i) accrued and unpaid Base Salary through the date of such cessation, (ii) any expense reimbursement policies, reimbursements to be paid in accordance with the Company policy and (iii) benefits owed to Executive under payments for any qualified retirement plan or health and welfare benefit plan in which Executive was a participant accrued but unused paid time off in accordance with the Company’s policies and applicable law law, all compensation and benefits will cease at the time of such cessation and the provisions Company Group will have no further liability or obligation by reason of such plancessation. The payments and benefits described in this Section 5.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the Company Group. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 5.1 are conditioned on: (i) Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 45th day following the effective date of his cessation of employment, of a general release of claims against the Company Group in a form reasonably prescribed by the Company (the “Release”); and (b) Executive’s continued compliance with the Restrictive Covenants (as defined below). Subject to Section 5.4, the benefits described in Section 5.1 will be paid or provided (or begin to be paid or provided) as soon as administratively practicable (or determinable in the case of the benefits described in Sections 5.1.1 and 5.1.3, if later) after the Release becomes irrevocable, provided that if the 45 day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s 's employment with hereunder without Cause at any time on or after March 1, 2025. Such notice shall specify the Company pursuant effective date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6.1 at any time6(c) without Cause or by the Executive for Good Reason, in accordance with Section 6.6, without “Cause” each case prior to or more than 24 months following a Material Change (as defined in Section 6.3(b) below) by giving notice the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason amended and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)restated effective November 17, without regard to any alternative definition thereunder, a “Separation from Service”2015), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”to: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve payment of the Accrued Payments; (12ii) monthsa separation allowance, less all applicable withholdings and deductions, paid payable in equal installments on the Company’s in accordance with normal payroll schedule practices over a 12 month period beginning immediately following the date of termination, equal to (2) times the sum of the Executive's then Base Salary; (iii) payment of any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) all of Executive's then unvested restricted stock or restricted stock units granted to Executive will continue to vest and restrictions lapse in accordance with their respective terms over the 12 month period immediately following such termination date, with the first payment beginning conditioned on the Severance Pay Commencement Date (as defined Company receiving from Executive the release of claims referred to in Section 6.1(c6(h) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, ; (v) the Company will pay shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in a lump sum effect for the aggregate amount Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the cash severance payments that the Company would have paid Executive through such date had the payments commenced 12 month period beginning on the effective date of the termination through of Executive's employment hereunder, or (ii) such time as the Severance Pay Commencement DateExecutive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as “Benefits Continuation”. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall agrees to pay Executive a lump sum cash payment in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the COBRA premiums necessary to continue Executive’s medical and Executive’s covered dependents’ health insurance dental coverage in effect for Executive (and Executive’s covered his dependents, if any) on immediately prior to his termination of employment, with such cash amount equal to the termination date until cost of the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when premiums for such coverage that would apply if Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases were to be eligible for elect COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date medical and dental plans following his termination of termination from employment or earlier if required by law. Executive shall receive and continue such coverage for the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release 12 month period beginning on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (of employment. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms welfare plans, programs or arrangements of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releaseanother employer. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. Subject to the terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (aand non-revocation) The by Executive of the Separation Agreement and General Release as set forth in SECTION 6.11, the Company shall have the right pay to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”severance benefits: (i) The Company will pay Executive an An amount equal to the product of (a) 2 and (b) the sum of (x) the highest annual Base Salary rate for Executive in effect over the prior two (2) years and (y) the highest amount of Executive’s then current Base Salary for twelve Target Bonus over the prior two (122) monthsyears, less all applicable withholdings and deductions, which total payment shall be paid in equal installments to Executive on a salary continuation basis according to the Company’s normal payroll schedule following practices over the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) 18 month period following Executive’s the date the Executive incurs a Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Companybut in no event less frequently than monthly. (cii) If Executive Subject to (1) the Executive’s timely elects continued election of continuation coverage under COBRA for Executive the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (2) the Executive’s covered dependents under continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plans following plan (to the extent permitted under applicable law and the terms of such termination, then plan) which covers the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and the Executive’s covered eligible dependents) for a period of 18 months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iii) In addition to the benefits described in Section 3.4(a)(i) and (ii), in the event that such termination date until the earliest of: occurs within ninety (i90) days preceding or twelve (12) months following the termination date a “Change in Control” (the “COBRA Severance Period”as defined below); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on accelerate the last day of each remaining month vesting of the COBRA Payment PeriodExecutive’s then-outstanding and unvested stock options, a fully taxable cash payment equal stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the COBRA premium for extent that such month, subject to applicable tax withholding (such amount, awards would have vested solely upon the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits continued employment, such that one hundred percent (defined below) pursuant to 6.2(a100%) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims such awards become vested in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releasefull. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” is terminated by the Company other than for Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not other than a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 Disability) or Section 6.2. (b) If by Executive for Good Reason, the Company terminates shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. If at any time without Cause or Executive terminates after Executive’s employment with termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and provided that such termination constitutes a “separation providing services as an employee or as an independent contractor from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company’s obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject benefits on behalf of Executive if the benefits were provided to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder him as an employee. The continuation of the COBRA Payment Period. Nothing in health benefits under this Agreement subsection shall deprive Executive of reduce and count against Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all Consolidated Omnibus Budget Reconciliation Act of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement1985, as applicable, if: amended (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateCOBRA”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s 's employment with the Company pursuant to this Section 6.1 hereunder without Cause at any time. Such notice shall specify the effective date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(c) without Cause or by the Executive for Good Reason, in accordance with Section 6.6, without “Cause” each case prior to or more than 24 months following a Material Change (as defined in Section 6.3(b) below) by giving notice the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason amended and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)restated effective November 17, without regard to any alternative definition thereunder, a “Separation from Service”2015), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”to: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve payment of the Accrued Payments; (12ii) monthsa separation allowance, less all applicable withholdings and deductions, paid payable in equal installments on the Company’s in accordance with normal payroll schedule practices over a 12 month period beginning immediately following the date of termination, equal to (2) times the sum of the Executive's then Base Salary; (iii) payment of any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) all of Executive's then unvested restricted stock or restricted stock units granted to Executive will continue to vest and restrictions lapse in accordance with their respective terms over the 12 month period immediately following such termination date, with the first payment beginning conditioned on the Severance Pay Commencement Date (as defined Company receiving from Executive the release of claims referred to in Section 6.1(c6(h) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, ; (v) the Company will pay shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in a lump sum effect for the aggregate amount Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the cash severance payments that the Company would have paid Executive through such date had the payments commenced 12 month period beginning on the effective date of the termination through of Executive's employment hereunder, or (ii) such time as the Severance Pay Commencement DateExecutive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as “Benefits Continuation”. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall agrees to pay Executive a lump sum cash payment in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the COBRA premiums necessary to continue Executive’s medical and Executive’s covered dependents’ health insurance dental coverage in effect for Executive (and Executive’s covered his dependents, if any) on immediately prior to his termination of employment, with such cash amount equal to the termination date until cost of the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when premiums for such coverage that would apply if Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases were to be eligible for elect COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date medical and dental plans following his termination of termination from employment or earlier if required by law. Executive shall receive and continue such coverage for the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release 12 month period beginning on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (of employment. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms welfare plans, programs or arrangements of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releaseanother employer. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s 's employment with the Company pursuant to this Section 6.1 hereunder without Cause at any time. Such notice shall specify the effective date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(c) without Cause or by the Executive for Good Reason, in accordance with Section 6.6, without “Cause” each case prior to or more than 24 months following a Material Change (as defined in Section 6.3(b) below) by giving notice the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason amended and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)restated effective November 17, without regard to any alternative definition thereunder, a “Separation from Service”2015), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”to: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve payment of the Accrued Payments; (12ii) monthsa separation allowance, less all applicable withholdings and deductions, paid payable in equal installments on the Company’s in accordance with normal payroll schedule practices over a 12-month period beginning immediately following the date of termination, equal to (2) times the sum of the Executive's then Base Salary; (iii) payment of any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) all of Executive's then unvested restricted stock or restricted stock units granted to Executive will continue to vest and restrictions lapse in accordance with their respective terms over the 12 month period immediately following such termination date, with the first payment beginning conditioned on the Severance Pay Commencement Date (as defined Company receiving from Executive the release of claims referred to in Section 6.1(c6(h) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, and (v) the Company will pay shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in a lump sum effect for the aggregate amount Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the cash severance payments that the Company would have paid Executive through such date had the payments commenced 12 month period beginning on the effective date of the termination through of Executive's employment hereunder, or (ii) such time as the Severance Pay Commencement DateExecutive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as “Benefits Continuation”. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall agrees to pay Executive a lump sum cash payment in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the COBRA premiums necessary to continue Executive’s medical and Executive’s covered dependents’ health insurance dental coverage in effect for Executive (and Executive’s covered his dependents, if any) on immediately prior to his termination of employment, with such cash amount equal to the termination date until cost of the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when premiums for such coverage that would apply if Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases were to be eligible for elect COBRA continuation coverage for any reason, including plan under the Company's medical and dental plans following his termination (of employment and continue such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), coverage for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations 12 month period beginning on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s 's termination date (of employment. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms welfare plans, programs or arrangements of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releaseanother employer. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executiveevent Employee’s employment with is terminated (or this Agreement is not renewed for any additional Renewal Term) by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company by Employee for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)Reason, without regard to any alternative definition thereunder, a “Separation from Service”), then Executive Employee shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings accrued and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination unpaid compensation through the Severance Pay Commencement Termination Date. In addition, during the six (6) month period following Executive’s Separation from Serviceprovided Employee signs, Executive’s equity will continue delivers to satisfy any applicable time-based vesting conditionCompany, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke revoke, within thirty (30) days following the Termination Date, a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, waiver in a form acceptable to the Company (the “Release”general form of which is attached hereto as Exhibit A) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateConditions”), Employee shall receive the following severance package: (i) severance equivalent to one hundred percent (100%) of the Employee’s then current annual Salary, less applicable withholding and deductions, paid in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date; and (ii) to the extent Employee participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Employee’s Termination Date, the Company shall pay to Employee in a lump sum a fully taxable cash payment in an amount equal to twelve (12) times the monthly premium cost to Employee of continued coverage for Employee that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Employee’s Termination Date. Employee may, but is not obligated to, use such payment toward the cost of continuation coverage premiums; and (iii) (A) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if Employee’s employment is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Executive holds Employee’s employment is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any other positions (the “Unpaid Bonus”), and (B) the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in equal installments over a twelve (12) month period on Company’s regular paydays, with the Company, Executive resigns first such position(s) to be effective no later than installment payment made on the date of Executivefirst payday following the 30th day after Employee’s termination date (or such other date as requested by the Board)Termination Date; (iii) Executive returns all Company property; and (iv) Executive complies the acceleration of vesting equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with Executive’s post-termination obligations under this Agreement and respect to such shares that would have vested prior to the Proprietary Information Agreement; and first anniversary of the Termination Date. (v) Executive complies with the terms acceleration of vesting of all market stock awards issued to the Employee by PROS Holdings scheduled to vest prior to the first anniversary of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) Termination Date. For the purposes of this Agreementdetermining the number of earned units (if any) following the vesting of market stock units, “Accrued Obligations” are the Performance Period (ias defined in the market stock unit award) Executive’s accrued but unpaid salary through will be deemed to have ended on the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planTermination Date.

Termination Without Cause or for Good Reason. (a) The Company may voluntarily terminate this Agreement without Cause by giving written notice to Executive. Any such notice shall have specify the right exact date of termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to terminate the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or non-equity incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment with under this Agreement is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Reason, subject to the condition set forth below in Section 1.409A-1(h5(c), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive receive, after the Termination Date, the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive and the following “Severance Benefits”: : (i) The Company will pay Executive an amount equal to Executive’s then current eighteen (18) months of his Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments at the rate existing on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date Termination Date; (as defined in Section 6.1(cii) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If if Executive timely elects continued coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, for Executive himself and Executive’s his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the same portion of the monthly premium under COBRA premiums necessary to continue Executive’s as it pays for active employees and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on their eligible dependents from the termination date Termination Date until the earliest of: of (iA) twelve the date that is eighteen (1218) months following after the termination date Termination Date, (B) the “COBRA Severance Period”); expiration of Executive’s eligibility for continuation coverage under COBRA, or (iiC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination employment (such period from the termination date through the earlier earliest of (i)-(iiiA) through (C), (the “COBRA Payment Period”); and (iii) with respect to Awards (as defined in the Company’s 2018 Omnibus Equity Incentive Plan then held by Executive and not vested as of the Termination Date, accelerated vesting of such Awards such that Executive gets twelve (12) full months of vesting credit from the Termination Date; provided that, if the Termination Date is in connection with or within twelve (12) months after a “Change in Control” (as defined in the Plan), then all of the Awards then held by Executive and not vested at the time of such termination shall become fully vested and exercisable as of the Termination Date. With respect to payment of COBRA premiums described above, Executive must pay his portion of any premiums with after-tax income and any portion of such premiums paid for by the Company shall be fully taxable to Executive. If Executive becomes eligible for coverage under another employer’s group health plan, through self-employment, or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section, Executive must immediately notify the Company of such event, and the Company’s obligation to pay COBRA premiums on Executive’s behalf shall cease. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying COBRA premiums pursuant to this Sectionon Executive’s behalf, the Company shall will pay Executive on the last day of each remaining month of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premium for such that month, which payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), for such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the remainder expiration of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by Period prior to the Company. Executive will be paid all end of the Accrued Obligations COBRA continuation period. Such Special Severance Payment shall end on the Company’s first payroll date after Executive’s date earlier of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) the date on which Executive executes and does not revoke a separation agreement containing an effectivecommences other full-time, general release of claims in favor of the Company and its affiliates and representativesregular employment (i.e., in a form acceptable to the Company (the “Release”excluding temporary or consulting positions) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than close or termination of the date of COBRA continuation period following Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable . All Base Salary payments shall be paid over time in accordance with the Company’s standard expense reimbursement policiesgeneral payroll practices, as and (iii) benefits owed to when such Base Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any qualified retirement plan obligation to mitigate the Company’s obligation by securing other employment or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planotherwise.

Termination Without Cause or for Good Reason. In the event of any termination of this Agreement pursuant to Sections 7.4 or 7.5 hereof: (a) The Company DMGI shall have pay Executive the right compensation and benefits otherwise payable to terminate Executive’s employment with Executive under Section 6 through the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 date of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2.termination; and (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount period of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th daytermination, the “Severance Pay Commencement Date”); (ii) if DMGI shall continue to pay Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of her base salary under Section 6.1 hereof at Executive’s termination date then-current salary and maintain her benefits under Section 6.2 hereof. If such benefits contemplated under Section 6.2 hereof cannot be maintained under the provisions and eligibility of the specific plans (or such other date as requested by see Section 8.5 below), then DMGI shall pay during the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations period the cash equivalent of the benefit under any such plan. In addition, for the fiscal year of termination, DMGI shall pay the pro rata portion of the annual incentive bonus otherwise due to Executive pursuant to Section 6.3 hereof, such pro rata bonus amount to be determined at the sole discretion of the Compensation Committee of the Board of Directors based upon the targets, milestones, performance objectives and measurement criteria established for the fiscal year and DMGI’s and Executive’s, as the case may be, actual performance against such targets, milestones, performance objectives and measurement criteria. In all cases, post-termination payments to Executive will be reduced for applicable withholding taxes and will be payable on DMGI’s normal payroll dates during that period, provided, however, that if Executive secures other employment during the period that Sections 6.1, 6.2 and 6.3 hereof remain in effect pursuant to this Section 8.4, DMGI will be entitled to set off, dollar for dollar, whatever is earned in such employment against the amount owed to Executive hereunder; provided, that if the total amount of the benefits available to Executive under this Agreement Section 8.4, either alone or together with other payments which Executive has the right to receive from DMGI, would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then DMGI shall pay to Executive at the time of termination an additional amount such that the net amount retained by Executive, after deduction of the excise tax imposed by Section 4999 of the Code and any federal, state and local income tax and excise tax imposed on such additional amount, shall be equal to the Proprietary Information Agreement; and amount payable to the Executive under this Section 8.4 as originally determined prior to the deduction of the excise tax. Executive shall provide DMGI with prompt written notice of any other employment during the twelve (v12) Executive complies months after the effective date of termination, together with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions compensation of such planemployment.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or (as defined below), and Executive terminates may resign at any time with Good Reason (as defined below). If Executive’s employment by the Company is terminated by the Company without Cause, or if Executive resigns for Good Reason: 5.1.1. the Company shall pay all accrued and unpaid base salary through the date of such termination and reimburse all then unreimbursed expenses properly incurred by Executive pursuant to Section 4; 5.1.2. provided the Release under Section 5.7 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 7), the Company shall pay equal installment payments payable in accordance with the Company's normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to eighteen (18) months (the “Severance Period”) of the Executive’s base salary for Good Reason and provided that the year in which the termination occurs. The first such termination constitutes a payment will be made on the sixtieth (60th) day following Executive’s “separation from service” (as such term is defined under Treasury Regulation Code Section 1.409A-1(h)409A) and will include all unpaid installments through that date that were deferred in compliance with Section 409A, without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall and the remaining payments will be entitled to receive the Accrued Obligations (defined below). If Executive complies made in accordance with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule for salaried employees; 5.1.3. provided the Release under Section 5.7 has been executed and become effective and enforceable in accordance with its terms following expiration of the termination date, applicable revocation period and Executive complies with the first payment beginning on Restrictive Covenants (as set forth in Section 7), the Company shall reimburse Executive for the costs he incurs for continuation of Executive’s health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his employment) during the Severance Pay Commencement Date Period and in accordance with the NSP group health plans applicable to NSP employees currently in effect. Executive shall, within thirty (as defined 30) days after each monthly COBRA payment he pays during the Severance Period for which he is entitled to reimbursement in Section 6.1(c) below)accordance with the foregoing, submit appropriate evidence of such payment to the Company, and the remaining installments occurring on Company shall reimburse Executive, within ten (10) business days following receipt of such submission. The following provisions shall govern such reimbursement of continuation costs: (i) the amount of the COBRA costs eligible for reimbursement in any one (1) calendar year of coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In the event the Company’s regularly scheduled payroll dates thereafter; provided that on reimbursement of the Severance Pay Commencement Datereimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will pay report such taxable income as taxable W-2 wages and collect the applicable withholding taxes, and Executive will be responsible for the payment of any additional income tax liability resulting from such coverage; and 5.1.4. Executive’s bonus for the year in a lump sum which the aggregate amount employment termination occurs, if any, will be pro-rated (except the 2018 Guaranteed Bonus, which will be paid in full) based upon the percentage of the cash severance payments that year in which Executive was employed and paid by the Company would have paid Executive through such date had in accordance with the payments commenced on annual corporate performance criteria established by the effective date Board prior to the start of the year in which termination through the Severance Pay Commencement Dateoccurs. In additionExcept as set forth in Section 5.1.5, during the six (6) month period following Executive’s Separation from Service, there will not be any acceleration of Executive’s equity will continue to satisfy any applicable time-based vesting conditionvesting. If no such performance criteria is set, as though Executive remained employed by Companythe bonus shall be paid at target (100% of Base Salary). (c) If Executive timely elects continued coverage 5.1.5. Provided the Release under COBRA for Executive Section 5.7 has been executed and Executive’s covered dependents under the Company’s group health plans become effective and enforceable in accordance with its terms following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month expiration of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans revocation period and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of Restrictive Covenants (as set forth in Section 7), time based vesting and performance-contingent RSUs shall continue to be retained by Executive as if he remained employed during the Release, including without limitation any non-disparagement and confidentiality provisions contained in ReleaseSeverance Period. (d) 5.1.6. For purposes of this Agreement, the resignation of Executive for “Accrued ObligationsGood Reason” are shall mean (ia) a material breach of this Agreement by the Company, (b) a material reduction in Executive's Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions, or (c) a material change in Executive’s accrued but unpaid salary through duties, responsibilities, title or reporting line; provided, that in each case Executive must provide Company with written notice of the date events Executive indicates constitutes grounds for a Good Reason resignation within thirty (30) days of termination, the occurrence of such event. Failure to give such notice within thirty (ii30) any unreimbursed business expenses incurred days of the occurrence shall be deemed a waiver by Executive payable of his right to terminate for Good Reason with respect to such circumstances. If Executive provides such notice, the Company thereafter will have thirty (30) days to cure such alleged breach. If the Company does not cure the alleged breach within the thirty (30) day notice period, Executive must thereafter resign within fifteen (15) days of the expiration of the thirty (30) day notice period in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed order to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planresign for Good Reason.

Termination Without Cause or for Good Reason. If Executive’s employment by the Company is terminated by the Company other than for Cause (aother than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period no less than twelve (12) months and no more than twenty-four (24) months (herein the “Severance Period”), subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for the Severance Period in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. The Company shall have be the right sole deciding party with respect to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any timeduration of the Severance Period, in accordance with Section 6.6, without “Cause” and shall notify Executive within ninety (as defined in Section 6.3(b90) below) by giving notice as described in Section 7.1 days following termination of this Agreementthe duration of the Severance Period. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates after the twelfth month following Executive’s employment with termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and providing services as an employee or as an independent contractor, excluding services provided that such termination constitutes a “separation on behalf of Virtual Radiologic Professionals, from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company’s obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall be reduced by the gross amount of any such payments. The Company’s obligation to continue to provide benefits, however, shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. For the duration of the Severance Period, the Company shall also provide Executive with all other benefits specified elsewhere in this agreement other than this subsection 8(d) at no additional cost to Executive (beyond that which would have been paid had there been no termination) but excluding paid vacation. Stock Options awarded to Executive shall continue to vest according to their vesting schedule for only the first six months of the Severance Period; thereafter, no vesting shall occur. To the extent such coverage cannot be eligible to receive provided under the following “Severance Benefits”: (i) The Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid for such benefits on behalf of Executive through such if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). All benefits provided under Section 8d(iii) may be paid to the Employee within thirty (30) days of the termination date had once all necessary applicable releases have been signed by the payments commenced on Employee and returned to the effective Company. Notwithstanding anything to the contrary herein, if Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code as of the date of any termination, any benefits due under this Section 4(d) otherwise payable within six months following termination through shall be provided in one lump sum six months from the Severance Pay Commencement Datedate of termination. In additionHowever, during any payment or portion thereof which is subject to an exemption for separation pay to specified employees as provided under Section 409A and the relevant Treasury Regulations, or is subject to any other exemption provided under Section 409A and the relevant Treasury Regulations allowing for payment to a specified employee prior to the date that is six (6) month period following Executive’s Separation months after the date of separation from Serviceservice, Executive’s equity will continue may be paid to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. Employee within thirty (c30) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on days of the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of once all applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended releases have been signed by the 2010 Health Care Executive and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal returned to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. IfExecutive’s employment by the Company is terminated by the Company other than for Cause (aother than a termination for Disability) The or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the right to terminate end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s employment with Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company pursuant was on plan for Executive to this Section 6.1 earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. Ifat any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A time after Executive’s termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If while the Company terminates Executive’s employment at is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any time without Cause person or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)entity, then Executive shall be entitled immediately notify the Company of such event and the Company’s obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject benefits on behalf of Executive if the benefits were provided to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder him as an employee. The continuation of the COBRA Payment Period. Nothing in health benefits under this Agreement subsection shall deprive Executive of reduce and count against Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all Consolidated Omnibus Budget Reconciliation Act of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement1985, as applicable, if: amended (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateCOBRA”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have Upon the right to terminate termination of the Executive’s employment with hereunder by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination Cause pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving 4.4, or by the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes pursuant to Section 4.6, in each case other than in connection with a “separation from service” (Change of Control as defined under Treasury Regulation specified in Section 1.409A-1(h)5.6 below, without regard to any alternative definition thereunder, a “Separation from Service”), then the Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below)Accrued Rights, and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases subject to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time delivering to the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, executed written general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before within 21 days following the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms has been given a copy of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes the expiration of this Agreementthe revocation period for such Release has become irrevocable by its terms within 7 days following the date the Executive returns the executed Release to the Company and, “Accrued Obligations” are (i) if he should be a director of the Company, Executive’s accrued but unpaid salary through resignation from the date Board in accordance with Section 5.7 hereof, (A) the Prorated Bonus Payment; (B) the Prorated Plan Benefit; (C) provided the Executive timely elects to continue health insurance benefits under the federal law known as COBRA, the Company shall pay the cost of family health insurance coverage at the same rate the Company contributed for the Executive’s family health insurance coverage prior to the Executive’s termination of employment with the Company until the earlier of twelve (12) months or the loss of COBRA entitlement; provided, however, that the Executive shall be responsible for the cost of any continuation coverage under COBRA that extends beyond twelve (12) months; and (D) his Base Salary in effect at termination, for twelve (ii12) any unreimbursed business expenses incurred by Executive months, payable in accordance with the Companynormal payroll practices of the Company (collectively, the “Severance Benefit”). Following the Executive’s standard expense reimbursement policiestermination of employment by the Company without Cause or For Good Reason, and (iii) except as set forth in this Section 5.4, the Executive shall have no further rights to any compensation or any other benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planthis Agreement.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate event that Executive’s employment with is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by Executive terminates for Good Reason, subject to Executive’s compliance with post-employment with termination obligations including, without limitation, as provided in the Company for Good Reason Covenant Agreement referred to in Section 5 below and provided that such termination constitutes a “separation from service” subject to applicable withholdings, Executive (as defined under Treasury Regulation Section 1.409A-1(hor Executive’s legal representative), without regard shall receive in addition to any alternative definition thereunderher Accrued Compensation and Other Benefits as outlined in Section 4.6, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an severance amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following of Base Salary, payable in installments as provided in this Section 4.7. The Company shall also pay Executive an additional amount equal to the monthly COBRA premiums for Executive and her dependents, grossed-up for federal income taxes, for eighteen (18) months. The foregoing severance amounts shall be paid in substantially equivalent installments in the same manner and at the same intervals as Executive was being paid immediately prior to termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment PeriodPayments”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans this Section 4.7 shall be contingent upon Executive executing and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke revoking a separation and release agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) in form and substance substantially similar to the Separation Agreement and General Release is enforceable of Claims attached hereto as Exhibit A, and effective as provided Executive’s return of Company property within the time period specified in the in the Separation Agreement and General Release on or before of Claims; provided, however, that if such period begins in one calendar year and ends in a second calendar year, such payments shall commence in the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective second calendar year no later than ten business days following the date last day of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement period, and the Proprietary Information Agreement; and (vinstallment payment made in the second calendar year shall include the installment(s) that would otherwise have been paid during the earlier calendar year. Additionally, Executive complies with will become 100% vested in any awards outstanding under the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan 2013 Plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such similar plan.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or event that Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as defined under amended (the “Code”) and Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a ) (“Separation from Service”) (1) by the Company without Cause (as defined herein), then or (2) by Executive for Good Reason (as defined herein), then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit B within 30 days after such Separation from Service, Executive shall be entitled to receive the Accrued Obligations benefits set forth below in this Section 5(a). Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Section 409A (as defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:. (i) The Company will shall pay Executive an amount equal to one times Executive’s then current Base Salary for twelve plus one times Executive’s Target Bonus (12as in effect on the date of Executive’s termination). The severance amount described in the previous sentence shall be paid as follows, subject to Section 19 below: (A) months, less all applicable withholdings and deductions, the continuation of Base Salary shall be paid in substantially equal installments on the Companyover a period of one year from Executive’s normal payroll schedule following the termination date, Separation from Service in accordance with the first payment payroll practices of the Company in effect from time to time, beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments first payroll date occurring on or after the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period thirtieth day following Executive’s Separation from ServiceService (such payroll date, Executive’s equity will continue the “First Payroll Date”) (with amounts otherwise payable prior to satisfy the First Payroll Date paid on the First Payroll Date) and (B) the Target Bonus shall be paid on the date that executive bonuses are paid generally for the fiscal year in which the date of termination took place, which shall, in any applicable timeevent, be no earlier than the First Payroll Date and no later than two and one-based vesting condition, as though Executive remained employed by Companyhalf months after the end of such fiscal year. (cii) If All stock options, restricted stock, restricted stock units (including the Executive timely elects continued coverage LTIP, as defined below) and other similar equity awards shall be governed by the terms of any applicable equity plans and award agreements. (iii) Executive shall be entitled to benefits mandated under COBRA for Executive and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), under Section 4980B of the Code, or any replacement or successor provision of United States tax law, subject to Executive’s covered dependents valid election to receive COBRA benefits, with the premium paid at the Company’s expense until the first to occur of (A) eighteen months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plans following plan under COBRA, or (C) such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when that Executive becomes eligible for substantially equivalent coverage under the group health insurance coverage in connection with new employment plan of another employer, provided, that if any plan pursuant to which such benefits are provided is not, or self-employment; or (iii) ceases prior to the date Executive ceases to be eligible for COBRA expiration of the period of continuation coverage for any reasonto be, including plan termination (such period exempt from the termination date through the earlier application of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation ActSection 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in lieu of paying COBRA premiums substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). In addition, if Executive’s employment terminates pursuant to this SectionSection 5(a), the Company shall pay Executive on the last day of each remaining month amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other earlier date as requested may be mandated by applicable law) and shall pay or provide the Board); (iiiother benefits described in Section 5(d) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plantherewith.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to Board may terminate Executive’s employment with the Company pursuant to this Section 6.1 hereunder at any time, in accordance with Section 6.6, without time during the Term for any reason other than for “Causecause” (as defined in Section 6.3(babove) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates at least ten (10) days written notice. If Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums is terminated pursuant to this Sectionthe preceding sentence, the Company shall pay to Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal all salary and bonuses accrued up to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without their consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (iii) any unreimbursed business expenses incurred by reduction of the Annual Salary without Executive’s consent. In addition, in the event of such termination without cause or for good reason, the Company shall have the following duties: 1. The Company shall, with the exclusion of the first six (6) months of Executive’s employment, pay to Executive a severance payment in an amount equal to two (2) months of the salary then payable to Executive pursuant to Section III.A hereof on the date of termination, but not more than the Salary left to be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the Company’s customary pay schedule, at the annual rate of Executive’s Salary on the date of termination; 2. The Company shall pay to Executive all deferred compensation, if any, owed to Executive, under any other agreement in a single lump sum payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the Internal Revenue Code shall be paid in accordance with the Company’s standard expense reimbursement policies, terms and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plans; 3. All outstanding stock options allocated to Executive which have not been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be withdrawn, notwithstanding the terms applicable to stock options granted under the Company’s applicable equity compensation plan.; and 4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of this Agreement following the date of termination under this Section V.X.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or (as defined below), and Executive terminates may resign at any time with Good Reason (as defined below). If Executive’s employment by the Company is terminated by the Company without Cause, or if Executive resigns for Good Reason: 5.1.1. the Company shall pay all accrued and unpaid base salary through the date of such termination and reimburse all then unreimbursed expenses properly incurred by Executive pursuant to Section 4.2; 5.1.2. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants (as set forth in Section 6), the Company for Good Reason and provided that shall pay monthly severance payments equal to one-twelfth of Executive’s base salary as of the date of such termination constitutes for a period equal to twelve (12) months (the “Severance Period”). The first such payment will be made on the sixtieth (60th) day following Executive’s “separation from service” (as such term is defined under Treasury Regulation Code Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall 409A) and the remaining payments will be entitled to receive the Accrued Obligations (defined below). If Executive complies made in accordance with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule for salaried employees; and 5.1.3. provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the termination date, applicable revocation period and Executive complies with the first payment beginning on Restrictive Covenants (as set forth in Section 6), the Company shall reimburse Executive for the costs he incurs for continuation of Executive’s health insurance coverage under COBRA (and for his family members if Executive provided for their coverage during his employment) during the Severance Pay Commencement Date Period and in accord with the NSP group health plans applicable to NSP employees currently in effect. Executive shall, within thirty (as defined 30) days after each monthly COBRA payment he pays during the Severance Period for which he is entitled to reimbursement in Section 6.1(c) below)accordance with the foregoing, submit appropriate evidence of such payment to the Company, and the remaining installments occurring on Company shall reimburse Executive, within ten (10) business days following receipt of such submission. During the period such group health plan remains in effect hereunder, the following provisions shall govern such reimbursement of continuation costs: (i) the amount of the COBRA costs eligible for reimbursement in any one (1) calendar year of coverage will not affect the amount of such costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no COBRA costs will be reimbursed after the close of the calendar year following the calendar year in which those costs were incurred; and (iii) Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. In the event the Company’s regularly scheduled payroll dates thereafter; provided that on reimbursement of the Severance Pay Commencement Datereimbursable portion of any COBRA payment hereunder results in Executive’s recognition of taxable income (whether for federal, state or local income tax purposes), the Company will pay in a lump sum report such taxable income as taxable W-2 wages and collect the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In additionapplicable withholding taxes, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all responsible for the payment of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination any additional income tax liability resulting from employment or earlier if required by lawsuch coverage. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, the resignation of Executive for “Accrued ObligationsGood Reason” are shall mean (ia) a material breach of this Agreement by the Company, (b) a material reduction in Executive's Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions, (c) a material reduction in Executive's target bonus opportunity, or (d) a material change in Executive’s accrued but unpaid salary through duties or responsibilities (other than temporarily while Executive is physically or mentally Incapacitated or as required by applicable law). Executive cannot terminate his employment for Good Reason unless he has first provided to the date Company a detailed, written notice of termination, the existence of the circumstances providing grounds for termination for Good Reason within thirty (ii30) any unreimbursed business expenses incurred days of the occurrence of such circumstances. Failure to give such notice within thirty (30) days of the occurrence shall be deemed a waiver by Executive payable of his right to terminate for Good Reason with respect to such circumstances. If Executive provides such notice, the Company thereafter will have thirty (30) days to cure such alleged breach. If the Company does not cure the alleged breach within the thirty (30) day notice period, Executive must thereafter resign within fifteen (15) days of the expiration of the thirty (30) day notice period in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed order to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planresign for Good Reason.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or event that Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes incurs a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) from the Company (within the meaning of Section 409A (as defined below)) due to a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, then and Executive ceases upon such Separation from Service to provide any Services, then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit C (a “Release”) within 30 days after such Separation from Service, Executive shall be entitled to receive the Accrued Obligations (defined belowbenefits set forth in this Section 5(a). If Executive complies with the obligations in Each payment under this Section 6.1(c5(a) below, Executive shall also be eligible to receive the following “Severance Benefits”:treated as a separate payment for purposes of Section 409A. (i) i. The Company will shall pay Executive an amount equal to the greater of two times Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid as in equal installments effect on the Companydate of Executive’s normal payroll schedule following termination) or $1,000,000, provided that, in the event of a termination date, with under this Section 5(a) within six months of the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Effective Date, the Company will shall pay in a lump sum the aggregate amount of the to Executive $400,000. The cash severance payments that amount described in the Company would have paid Executive through such date had the payments commenced on the effective date previous sentence shall be paid, subject to Sections 5(d) and 19 below, in substantially equal installments over a period of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following two years from Executive’s Separation from Service, in accordance with the payroll practices of the Company in effect from time to time, beginning on the first payroll date occurring on or after the thirtieth day following Executive’s equity will continue Separation from Service (such payroll date, the “First Payroll Date”) (with amounts otherwise payable prior to satisfy any applicable time-based vesting conditionthe First Payroll Date paid on the First Payroll Date). ii. Executive shall be entitled to benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985, as though Executive remained employed by Company. amended (c) If Executive timely elects continued coverage “COBRA”), under COBRA for Executive and Section 4980B of the Code, or any replacement or successor provision of United States tax law, subject to Executive’s covered dependents valid election to receive COBRA benefits, with the premium paid at the Company’s expense until the first to occur of (A) eighteen months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plans following plan under COBRA, or (C) such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when that Executive becomes eligible for substantially equivalent coverage under the group health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reasonplan of another employer, including plan termination (such period from the termination date through the earlier of (i)-(iii)provided, (the “COBRA Payment Period”). Notwithstanding however, that notwithstanding the foregoing, if at (I) any time plan pursuant to which the foregoing benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (II) the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of cannot provide the benefit without violating or incurring penalty or excise taxes under applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then then, in lieu any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the remaining coverage period (or remaining portion thereof). iii. All outstanding equity awards shall be governed by the terms of paying COBRA premiums any applicable equity plans and award agreement(s). The benefits contemplated by Sections 5(a)(i) and 5(a)(ii) above are referred to herein as the “Severance”. In addition, if Executive’s employment terminates pursuant to this SectionSection 5(a), the Company shall pay Executive on the last day of each remaining month amounts described in Section 5(c)(i), (ii) and (iii) within 30 days of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (or such 60th dayearlier date as may be mandated by applicable law) and shall pay or provide the other benefits described in Section 5(c) in accordance therewith. If the Employment Period and Executive’s employment with the Company are terminated (for any reason), but Executive remains in Service on the “Severance Pay Commencement Date”); (ii) if Board or the board of directors or similar body of any majority-owned subsidiary of the Company following such termination, unless otherwise agreed in writing between Executive holds any other positions with and the Company, Executive resigns such position(s) shall forfeit any and all right to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation receive any non-disparagement and confidentiality provisions contained in ReleaseSeverance benefits hereunder. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a1) The Company If Executive's employment is terminated by the Bank without Cause or by Executive with Good Reason, the Bank will pay Executive (or in the event of Executive's subsequent death, Executive's beneficiaries or estate) a severance benefit (the "Severance Benefit") in an aggregate amount equal to: (A) months of Executive's monthly Base Salary (based on the Executive's Base Salary as of the date of termination of employment); (B) Any Incentive Compensation not yet paid based on the fiscal year that ended immediately before the date of termination; (C) Prorated Incentive Compensation for the fiscal year in which the termination occurs based on performance through the month ended before the date of termination; and (D) Continued coverage under the Bank's then existing benefit plans for life insurance, medical and disability insurance for the number of months stated in subparagraph (A) above following the termination of employment; provided, however, that if the Bank's benefit plans do not permit continued participation by Executive following termination of employment, the Bank shall include in the Severance Benefit an amount equal to the premiums (estimated in good faith by the Bank) that the Bank would have paid under those benefit plans for Executive's continued participation for the right number of months stated under subparagraph (A) above. (2) Subject to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, restrictions in accordance with Section 6.6, without “Cause” paragraph (as defined in Section 6.3(b3) below, the Severance Benefit will be paid in a lump sum within ten (10) by giving notice days of termination of Executive's employment or, if later, the day after the expiration of the revocation period as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.28(a) below. (b3) Payment of the Severance Benefit will be subject to the following conditions: (A) All payroll tax withholding and other deductions required by law; (B) The limitations in Section 8 below; and (C) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard Severance Benefit is subject to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount § 409A of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date Internal Revenue Code of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition1986, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii)amended, (the “COBRA Payment Period”"Code") and Executive is deemed to be a "specified employee" within the meaning of Code § 409A(a)(2)(B)(i). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by lump-sum payment will not be made until the 2010 Health Care and Education Reconciliation Act), then in lieu seventh month following termination of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releaseemployment. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” is terminated by the Company other than for Cause (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not other than a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 Disability) or Section 6.2. (b) If by Executive for Good Reason, the Company terminates shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive’s Annual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment at continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. Ifat any time without Cause or Executive terminates after Executive’s employment with termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and provided that such termination constitutes a “separation providing services as an employee or as an independent contractor from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company’s obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject benefits on behalf of Executive if the benefits were provided to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder him as an employee. The continuation of the COBRA Payment Period. Nothing in health benefits under this Agreement subsection shall deprive Executive of reduce and count against Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all Consolidated Omnibus Budget Reconciliation Act of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement1985, as applicable, if: amended (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateCOBRA”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (ai) The Company shall have Upon termination of the right to terminate Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by the Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereundereither, a “Separation from ServiceQualifying Termination”), then the Executive will receive the Accrued Salary. In addition, upon a Qualifying Termination, subject to the Executive’s fulfillment of the Release Obligation, as defined below, the Executive shall be entitled to receive severance payments as follows: (a) if such Qualifying Termination occurs prior to the Accrued Obligations Title Change Date (defined below). If and, for the avoidance doubt, the Executive complies is also not provided with the obligations opportunity to continue in Section 6.1(c) belowhis role as Special Advisor to the Executive Chairman), Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive in an aggregate amount equal to Executive’s then current $5,000,000; and (b) if such Qualifying Termination occurs on or after the Title Change Date and prior to the second (2nd) anniversary of the Title Change Date, in an aggregate amount equal to $5,000,000 less any Base Salary for twelve payments made between the Title Change Date and the date of the Qualifying Termination (12as applicable in clause (a) monthsor (b), less all the “Severance Payments”). In each case of clause (a) and (b), the Severance Payments shall be paid in equal monthly installments, subject to applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning installment being paid on the Severance Pay Commencement Date sixtieth (as defined in 60th) day following the Executive’s Qualifying Termination, subject to Section 6.1(c) below6.7(i), and the remaining installments occurring on final installment being paid on, or within thirty (30) days following, the second anniversary of the date of the Qualifying Termination (in the case of clause (a)) or the second anniversary of the Title Change Date (in the case of clause (b)). (ii) If at the time of the Executive’s Qualifying Termination the Executive participates in health care coverage through the Company’s regularly scheduled payroll dates thereafter; plan, then provided that on the Severance Pay Commencement DateExecutive fulfills the Release Obligation, and timely elects continued coverage under COBRA, the Company will pay in a lump sum the aggregate amount of Executive’s COBRA premiums to continue the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the Severance Pay Commencement Date. In addition, during period (the six (6“COBRA Premium Period”) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) starting on the termination date until and ending on the earliest ofto occur of the date: (ia) twelve three (123) months following after the termination date (the “COBRA Severance Period”)date; (iib) the date when Executive becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employment or self-employmentemployer; or (iiic) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from termination. In the termination date through event the earlier of (i)-(iii)Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Executive must promptly notify the Company determines of such event. (iii) If the Company determines, in its sole discretion, that its payment it cannot pay the COBRA Premiums without a substantial risk of COBRA premiums on Executive’s behalf would result in a violation of violating applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay Executive to the Executive, on the last first day of each remaining month of the COBRA Payment Periodcalendar month, a fully taxable cash payment equal to the applicable COBRA premium premiums for that month (including premiums for the Executive and the Executive’s eligible dependents who have elected and remain enrolled in such monthCOBRA coverage), subject to applicable tax withholding withholdings (such amount, the “Special Severance Cash Payment”), for the remainder of the COBRA Payment Premium Period. Nothing in this Agreement shall deprive The Executive may, but is not obligated to, use such Special Cash Payments toward the cost of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Companypremiums. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant Subject to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement6.7, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by date, the Board); (iii) Company will make the first payment to the Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and paragraph, in a lump sum, equal to the Proprietary Information Agreement; and aggregate Special Cash Payments that the Company would have paid to the Executive through such date, had the Special Cash Payments commenced on the first day of the first calendar month following the termination date through such sixtieth (v60th) Executive complies day, with the terms balance of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through Special Cash Payments paid thereafter on the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.schedule described above

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment hereunder shall be terminated by the Company without Cause, or by Executive for Good Reason, then in addition to the payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” Non-Competition Agreement (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:): (i) The the Company will shall pay Executive an amount equal continuation of six (6) months of Executive’s annual Base Salary, as in effective immediately prior to Executive’s then current Base Salary for twelve (12) monthstermination of employment hereunder, less all applicable withholdings and deductions, paid payable during the 6-month period following Executive’s termination of employment in equal installments on the form of salary continuation in accordance with the Company’s normal payroll schedule following practices; (ii) the termination dateCompany shall pay Executive an annual cash bonus for the year of termination, with payable at the first payment beginning same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period), subject, however, to proration based on the Severance Pay Commencement Date (as defined number of days in Section 6.1(c) below), and the remaining installments occurring on applicable performance period that had elapsed prior to the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company.termination; and (ciii) If if the Executive timely elects to receive continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such terminationcare plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, then as amended (“COBRA”), the Company shall pay the employer portion of applicable COBRA premiums necessary to continue premium payments for the Executive’s and and, as applicable, Executive’s covered dependents’ ’, continued health insurance coverage under such plan (as in effect for Executive or amended from time to time) (and Executive’s covered dependentsthe “COBRA Subsidy”) on the termination date until the earliest earlier of: (i1) twelve (12) months following the Executive’s termination of employment, or (2) the date upon which the Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Subsidy Period”). Notwithstanding the foregoing, if at any time The Executive shall promptly inform the Company determines that its payment in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of during the COBRA Payment PeriodSubsidy Period at active employee rates as in effect from time to time, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), and shall be responsible for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions full unsubsidized costs of such planCOBRA coverage thereafter.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be paid all entitled to: 5.1.1 payment of any annual bonus otherwise payable (but for the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date cessation of Executive’s termination date (or such other date as requested by employment) with respect to a year ended prior to the Board); (iii) Executive returns all Company property; (iv) Executive complies with cessation of Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms employment; 5.1.2 continuation of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of terminationBase Salary for a period equal to eighteen (18) months, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard payroll practices; 5.1.3 payment equal to (i) Executive’s target annual bonus described in Section 4.2.1 multiplied by (ii) 1.5, paid in eighteen (18) substantially equal installments over an eighteen-month period and in accordance with the Company’s standard payroll practices; 5.1.4 accelerated vesting of any unvested restricted stock, stock options and other equity incentives awarded to Executive by the Company that are solely subject to time-based vesting criteria equal to what would have vested had Executive remained employed for eighteen (18) additional months; and 5.1.5 waiver of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of such cessation, his eligible dependents) for a period equal to eighteen (18) months. Except as otherwise provided in this Section 5.1, and except for payment of all (i) accrued and unpaid Base Salary through the date of such cessation, (ii) any expense reimbursement policies, reimbursements to be paid in accordance with Company policy and (iii) benefits owed to Executive under payments for any qualified retirement plan or health and welfare benefit plan in which Executive was a participant accrued but unused paid time off in accordance with the Company’s policies and applicable law law, all compensation and benefits will cease at the time of such cessation and the provisions Company will have no further liability or obligation by reason of such cessation. The payments and benefits described in this Section 5.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. For avoidance of doubt, any unvested restricted stock, stock options and other equity incentives awarded to Executive by the Company that are subject to performance-based vesting shall become vested, if at all, in accordance with the Company’s Amended and Restated 2014 Stock Incentive Plan (or any successor provision or plan) (the “Plan”) and the applicable award agreement. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 5.1 are conditioned on: (a) the Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 45th day following the effective date of his cessation of employment, of a general release of claims against the Company and its affiliates in a form reasonably prescribed by the Company (the “Release”); and (b) the Executive’s continued compliance with the Restrictive Covenants (as defined below). Subject to Section 5.5, below, the benefits described in Section 5.1 will be paid or provided (or begin to be paid or provided) as soon as administratively practicable (or determinable in the case of the benefits described in Section 5.1.1, if later) after the Release becomes irrevocable, provided that if the 45 day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executiveevent Employee’s employment with is terminated (or this Agreement is not renewed for any additional Renewal Term) by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company by Employee for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)Reason, without regard to any alternative definition thereunder, a “Separation from Service”), then Executive Employee shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings accrued and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination unpaid compensation through the Severance Pay Commencement Termination Date. In addition, during the six (6) month period following Executive’s Separation from Serviceprovided Employee signs, Executive’s equity will continue delivers to satisfy any applicable time-based vesting conditionCompany, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke revoke, within thirty (30) days following the Termination Date, a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, waiver in a form acceptable to the Company (the “Release”general form of which is attached hereto as Exhibit A) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement DateConditions”), Employee shall receive the following severance package: (i) severance equivalent to one-hundred percent (100%) of the Employee’s then current annual Salary, less applicable withholding and deductions, paid in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date; and (ii) to the extent Employee participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Employee’s Termination Date, the Company shall pay to Employee in a lump sum a fully taxable cash payment in an amount equal to twelve (12) times the monthly premium cost to Employee of continued coverage for Employee that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Employee’s Termination Date. Employee may, but is not obligated to, use such payment toward the cost of continuation coverage premiums. (iii) (A) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if Employee’s employment is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Executive holds Employee’s employment is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any other positions (the “Unpaid Bonus”), and (B) the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in equal installments over a twelve (12) month period on Company’s regular paydays, with the Company, Executive resigns first such position(s) to be effective no later than installment payment made on the date of Executivefirst payday following the 30th day after Employee’s termination date (or such other date as requested by the Board)Termination Date; (iii) Executive returns all Company property; and (iv) Executive complies the acceleration of vesting equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with Executive’s post-termination obligations under this Agreement and respect to such shares that would have vested prior to the Proprietary Information Agreement; and first anniversary of the Termination Date. (v) Executive complies with the terms acceleration of vesting of all performance restricted stock awards issued to the Employee by PROS Holdings scheduled to vest prior to the first anniversary of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) Termination Date. For the purposes of this Agreementdetermining the number of earned units (if any) following the vesting of performance restricted stock units, “Accrued Obligations” are the Performance Period (ias defined in the performance restricted stock unit award) Executive’s accrued but unpaid salary through will be deemed to have ended on the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planTermination Date.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with hereunder shall be terminated by the Company pursuant without Cause, termination upon the expiration of the Term following notice of non-renewal by the Company, or by Executive for Good Reason, then in addition to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as the payments and benefits described in Section 7.1 4(b) and subject to Section 17 and Executive’s continuing compliance with Section 5 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The the Company will shall pay Executive an amount equal to 12 months of the Executive’s then current Base Salary for twelve (the “Severance Payment”), payable during the 12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule -month period following the such termination dateof employment, with the first payment beginning on the Severance Pay Commencement Date (Payment commencing as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period soon as administratively feasible within 60 days following Executive’s Separation from Servicetermination of employment and the first installment payment including the portion of the Severance Payment that was payable prior to such first payment date; provided, however, if the Executive’s equity will continue employment is terminated under circumstances entitling the Executive to satisfy any applicable time-based vesting conditionseverance under this Section 4(c) within 12 months following a Change in Control (a “CIC Qualifying Termination”), as though Executive remained employed by Company.then the Severance Payment and period to pay the Severance Payment shall be increased to 18 months; (cii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive an annual bonus for the COBRA premiums necessary year of termination equal to continue the Executive’s and target annual bonus opportunity, payable within 60 days following the Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) termination of employment, subject to proration based on the termination date until number of days in the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) calendar year that have elapsed prior to the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or of termination; (iii) following the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation termination of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Sectionemployment, the Company shall pay to the Executive (or to the Executive’s family in the event of Executive’s death) on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment monthly basis an amount equal to the COBRA monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 continuation coverage premium for such month, subject at the same level and cost to applicable tax withholding the Executive (such amount, or the “Special Severance Payment”), for Executive’s family in the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive event of Executive’s rights death) as immediately preceding the Executive’s termination of employment, under COBRA the Company group medical plan in which the Executive participated immediately preceding the Executive’s termination of employment, less the amount of the Executive’s portion of such monthly premium as in effect immediately preceding the Executive’s termination of employment, until the earlier of (A) 12 months after the Executive’s termination of employment and (B) the Executive and Executive’s family have obtained other substantially similar healthcare coverage; provided, however, if the Executive experiences a CIC Qualifying Termination, then the number of months set forth in clause (A) of this sentence shall be increased to 18 months; For the avoidance of doubt, Executive shall not be entitled to the benefits described in this Section 4(c) for a Termination due to Disability, termination of Executive’s employment for Cause, Executive’s death, or ERISA for benefits under plans and policies arising under termination of Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds for any reason other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releasefor Good Reason. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with hereunder shall be terminated by the Company pursuant without Cause, termination upon the expiration of the Term following notice of non-renewal by the Company, or by Executive for Good Reason, then in addition to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as the payments and benefits described in Section 7.1 4(b) and subject to Section 17 and Executive’s continuing compliance with Section 5 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:: ​ (i) The the Company will shall pay Executive an amount equal to nine months of the Executive’s then current Base Salary (the “Severance Payment”), payable during the nine-month period following such termination of employment, with the Severance Payment commencing as soon as administratively feasible within 60 days following Executive’s termination of employment and the first installment payment including the portion of ​ ​ the Severance Payment that was payable prior to such first payment date; provided, however, if the Executive’s employment is terminated under circumstances entitling the Executive to severance under this Section 4(c) within 12 months following a Change in Control (a “CIC Qualifying Termination”), then all unvested equity grants shall immediately accelerate and become fully vested; ​ (ii) the Company shall pay Executive an annual bonus for the year of termination equal to the Executive’s target annual bonus opportunity, payable within 60 days following the Executive’s termination of employment, subject to proration based on the number of days in the calendar year that have elapsed prior to the date of termination; ​ (iii) following the Executive’s termination of employment, the Company shall pay to the Executive (or to the Executive’s family in the event of Executive’s death) on a monthly basis an amount equal to the monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 continuation coverage premium for such month, at the same level and cost to the Executive (or the Executive’s family in the event of Executive’s death) as immediately preceding the Executive’s termination of employment, under the Company group medical plan in which the Executive participated immediately preceding the Executive’s termination of employment, less the amount of the Executive’s portion of such monthly premium as in effect immediately preceding the Executive’s termination of employment, until the earlier of (A) nine months after the Executive’s termination of employment and (B) the Executive and Executive’s family have obtained other substantially similar healthcare coverage; provided, however, if the Executive experiences a CIC Qualifying Termination, then the number of months set forth in clause (A) of this sentence shall be increased to twelve (12) months. ​ For the avoidance of doubt, less all applicable withholdings and deductionsExecutive shall not be entitled to the benefits described in this Section 4(c) for a Termination due to Disability, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Serviceemployment for Cause, Executive’s equity will continue to satisfy any applicable time-based vesting conditiondeath, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the or termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the CompanyExecutive for any reason other than for Good Reason. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.​

Termination Without Cause or for Good Reason. (ai) The If the Executive is involuntarily terminated by the Company without Cause or terminates his employment for Good Reason, the Executive shall be entitled to all previously earned and accrued but unpaid Base Salary up to the date of such termination. Provided the Executive has executed a release of claims in a form satisfactory to the Company within 30 days after his involuntary termination of employment without Cause or termination for Good Reason, Executive shall also be entitled to severance pay equal to two (2) times his annual Base Salary (the “Severance Amount”), payable in equal installments over a 24-month period (the “Severance Period”) on the dates on which the Executive’s Base Salary would have otherwise been paid if Executive’s employment had continued, with the first payment being made on the first payroll date occurring after the above-described 30 day period. All payments shall be subject to deductions for customary withholdings, including without limitation, federal and state withholding taxes and social security taxes. If Executive dies during the Severance Period, any remaining Severance Amounts shall be paid to his surviving spouse, or if there is no surviving spouse, to his estate. (ii) In addition, the Executive shall be entitled to an amount equal to the product of (A) the Executive’s Annual Bonus for the year in which the date of termination occurs determined in accordance with the Company’s annual incentive compensation plan in a manner consistent with that applicable to other participants in the annual bonus plan generally (provided that any individual performance modifier thereunder (if applicable) shall be deemed satisfied at 100%), multiplied by (B) a fraction, (1) the numerator of which is the number of days elapsed in the performance year as of the date of termination, and (2) the denominator of which is 365 (the “Pro Rata Bonus”), which Pro Rata Bonus shall be paid at the same time that incentives are paid to other participants in the annual incentive compensation pan generally in respect of the applicable performance year, but in no event after March 15 of the year following the year in which the date of termination occurs. (iii) In the event that Executive is determined to be a specified employee in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the regulations and other guidance issued thereunder for purposes of any Severance Amounts under this subsection (c), such Severance Amounts shall begin on the first payroll date that is more than six months following the date of separation from service, but only to the extent that such payments do not satisfy either the short term deferral exception to Code Section 409A described in 26 CFR § 1.409A-1(b)(4) (“Short Term Deferral Exception”) or, to the extent such payments do not satisfy the Short Term Deferral Exception, the involuntary termination exception to Code Section 409A described in 26 CFR § 1.409A-1(b)(9). At all times, the right to terminate all such installment payments made under this subsection (c) shall be treated as the right to a series of separate payments within the meaning of 26 CFR § 1.409A-2(b)(2)(iii). In the event that a termination of employment occurs on or after December 1st of a calendar year that would entitle the Executive to severance under Section 2.4(c) above, and severance payments are payable prior to the first payroll date that is more than six months following the date of separation from service, such severance benefits shall commence no earlier than the first payroll date in the following calendar year and within 90 days after such separation from service. Any amount that (i) is payable upon termination of Executive’s employment with the Company pursuant under any provision of this Agreement, and (ii) is subject to this the requirements of Section 6.1 at any time409A, in accordance with Section 6.6, without “Cause” (shall not be paid unless and until the Executive has Separated from Service as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to Employer may terminate Executive’s employment with the Company pursuant to under this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment 2.1 at any time without Cause or upon not less than thirty (30) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive terminates shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment with the Company under this Section 2.1 by voluntarily resigning for Good Reason Reason. Executive shall give Employer not less than thirty (30) days’ prior written notice of a resignation for Good Reason. In the event Executive’s employment is terminated by Employer without Cause or Executive resigns for Good Reason, in either case, then in addition to all Accrued Compensation, and provided that such termination constitutes subject to Executive’s execution and non-revocation within thirty (30) days of the Date of Termination of a “separation from service” Termination Agreement and General Release (as defined under Treasury Regulation Section 1.409A-1(h)set forth in the Separation Plan) provided to him by Employer, without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive severance payments and continued benefits under the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) belowSeparation Plan, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following terms and conditions provided for in the termination dateSeparation Plan, with except that the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payment provided in Paragraph F.1 of the Separation Plan shall be 200% of Base Salary plus 200% of Executive’s Target Incentive Bonus for the year of termination. Subject to Section 20.2, severance payments that shall be paid in approximately equal installments in accordance with Employer’s regular payroll practices during the Company would have paid Executive through such date had two-year period following Executive’s Date of Termination. In addition to the payments commenced on and benefits provided under the effective date Separation Plan, and notwithstanding provisions in the Separation Plan indicating that payments and benefits paid thereunder are exclusive of any other payment and benefits, in the event of Executive’s termination through without Cause or resignation for Good Reason, in either case, the Severance Pay Commencement Date. In addition, during post-termination exercise period for all vested options held by Executive as of the six Date of Termination shall extend until the earlier to occur of the following: (6a) the expiration of the option term and (b) the expiration of the 12-month period following Executive’s Separation from ServiceDate of Termination. For purposes of the terms of this Section 2.1, Executive’s equity will continue employment shall be deemed to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA have been terminated without Cause for Executive and purposes of Executive’s covered dependents entitlement to severance payments and continued benefits under the Company’s group health plans following such terminationSeparation Plan if, then the Company shall pay the COBRA premiums necessary after Employer has provided notice of intent not to continue renew as provided in Section 1.1, Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive terminates on the last day of each remaining month of the COBRA Payment Initial Employment Period or an Additional Employment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (aIf Executive's employment hereunder shall be terminated by the Company without Cause, or by Executive for Good Reason, then in addition to the payments and benefits described in Section 4(b) The Company shall have and subject to Executive's execution and non-revocation of the right to terminate release contemplated in Section 4(£) of this Agreement and Executive’s employment 's continuing compliance with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” Confidentiality and Work Product Assignment Agreement (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:): (i) The the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount continuation of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) months of Executive's annual Base Salary, as in effective immediately prior to Executive's termination of employment hereunder, payable during the 6-month period following Executive’s Separation from Service's termination of employment in the form of salary continuation in accordance with the Company's normal payroll practices; (ii) the Company shall pay Executive an annual cash bonus for the year of termination, Executive’s equity will continue payable at the same time as annual cash bonuses are paid to satisfy any applicable time-senior management, based vesting condition, on actual achievement of performance targets (as though if Executive had remained employed by Company.through the end of the applicable performance period), subject, however, to proration based on the number of days in the applicable performance period that had elapsed prior to the date of termination; and (ciii) If if the Executive timely elects to receive continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s 's group health plans following such terminationcare plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, then as amended ("COBRA"), the Company shall pay the employer portion of applicable COBRA premiums necessary to continue premium payments for the Executive’s and 's and, as applicable, Executive’s covered 's dependents’ ', continued health insurance coverage under such plan (as in effect for Executive or amended from time to time) (and Executive’s covered dependentsthe "COBRA Subsidy") on the termination date until the earliest earlier of: (i1) twelve (12) months following the Executive's termination date of employment, or (the “COBRA Severance Period”); (ii2) the date when upon which the Executive obtains or becomes eligible for substantially equivalent other health insurance care coverage in connection with from a new employment employer or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination otherwise (such period from referred to as the termination date through the earlier of (i)-(iii), (the “"COBRA Payment Subsidy Period”"). Notwithstanding the foregoing, if at any time The Executive shall promptly inform the Company determines that its payment in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of during the COBRA Payment PeriodSubsidy Period at active employee rates as in effect from time to time, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), and shall be responsible for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions full unsubsidized costs of such planCOBRA coverage thereafter.

Termination Without Cause or for Good Reason. (ai) The Company shall have the right to terminate If Executive’s employment with the Company shall terminate without Cause pursuant to this Section 6.1 at any time3(a)(iv), in accordance with or Executive shall resign for Good Reason pursuant to Section 6.63(a)(v), without “Cause” then, subject to Executive signing on or before the 21st day following Executive’s Separation from Service (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and not revoking, a release of claims in the remaining installments occurring on form attached as Exhibit A to this Agreement (the Company“Release”), and Executive’s regularly scheduled payroll dates thereafter; provided that on continued compliance with Sections 5 and 6, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the Severance Pay Commencement following: (A) (i) in the event Executive’s employment is terminated at any time prior to the one (1) year anniversary of the Effective Date, an amount in cash equal to 0.5 times the Company will pay in a lump sum the aggregate amount Annual Base Salary of Executive as of the cash severance payments that Date of Termination, payable in the Company would have paid Executive through such date had the payments commenced on the effective date form of termination through the Severance Pay Commencement Date. In addition, during salary continuation in regular installments over the six (6) month period following the date of Executive’s Separation from Service in accordance with the Company’s normal payroll practices, or (ii) in the event Executive’s employment is terminated at any time on or after the one (1) year anniversary of the Effective Date, an amount in cash equal to the Annual Base Salary of Executive as of the Date of Termination, payable in the form of salary continuation in regular installments over the twelve (12) month period following the date of Executive’s Separation from Service (such period following Executive’s Separation from Service, Executiveas applicable, the “Severance Period”) in accordance with the Company’s equity will continue normal payroll practices; and (B) if Executive elects to satisfy any applicable time-based vesting conditionreceive continued medical, dental or vision coverage under one or more of the Company’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as though amended (“COBRA”), the Company shall directly pay, or reimburse Executive remained employed by Company. (c) If Executive timely elects continued coverage under for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the Companyperiod commencing on Executive’s group health plans following such terminationSeparation from Service and ending upon the earliest of (X) the last day of the Severance Period, then (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ group health insurance coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), less the amount the Executive would have had to pay to receive group health coverage for Executive and his or her covered dependents based on the cost sharing levels in effect on the Date of Termination, which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the month in which the Date of Termination occurs and shall end on the earlier of (and X) the last day of the Severance Period, (Y) the date that Executive and/or Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes dependents become no longer eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; COBRA or (iiiZ) the date Executive ceases becomes eligible to be eligible for COBRA continuation receive healthcare coverage for any reason, including plan termination from a subsequent employer; and (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(bC) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes any earned bonus for the prior calendar year (if not yet paid) as and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance when paid consistent with the Company’s standard expense reimbursement policiespast practice (as though Executive were still employed as of such payment date); and (ii) a bonus payment based on performance, utilizing a pro-rated bonus target amount for the calendar year of termination calculated by multiplying the Target Bonus Amount by a fraction the numerator of which is the number of days elapsed in such year through the Date of Termination and the denominator of which is 365. The bonus payment contemplated by the preceding clause (ii), if any, will be determined by the Board in good faith based on Executive’s performance during such calendar year against the bonus criteria applicable to such year, and (iii) benefits owed paid to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and within 30 days following the provisions Date of such planTermination.

Termination Without Cause or for Good Reason. (a) The Executive may voluntarily terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the Company materially breaches this Agreement, and such change or breach is not cured by the Company within thirty (30) days from the date the Executive delivers a written notice of termination for Good Reason, where such notice shall have include the right specific section of this Agreement which was relied upon and the reason that the Company's act or failure to terminate act has given rise to his termination for Good Reason. In the event the Executive’s employment with is terminated without Cause or for Good Reason, the Company pursuant shall continue to this Section 6.1 at be responsible to Executive for the payment of all Base Salary Amount solely for the Severance Period, as defined below, payable on the Company’s usual paydays (“Severance Pay”); provided, however, that (i) Executive shall perform his covenants, duties and obligations under Sections 6.1, 6.2 and 6.3, and (ii) Executive executes a separation agreement that includes a general mutual release by the Company and Executive in favor of the other and their successors, affiliates and estates to the fullest extent permitted by law, drafted by and in a form reasonably satisfactory to the Company and Executive, and Executive does not revoke the mutual general release within any timelegally required revocation period, if applicable. All legally required and authorized deductions and tax withholdings shall be made from the Severance Pay, including for wage garnishments, if applicable, to the extent required or permitted by law. Company shall continue to provide Executive for a period of twelve (12) months after the date of termination continued coverage under the medical and other health plans of Company, as permissible under law, in accordance with Section 6.6which Executive was a participant immediately prior to the date of his termination, without subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Company under the terms of such plans as in effect from time to time (“Cause” (Continued Benefits”). Upon expiration of the Continued Benefits, Executive may participate in benefit continuation under COBRA or similar state or federal legislation, as defined in Section 6.3(b) below) permissible by giving notice as described in Section 7.1 law. For purposes of this Agreement. A , Severance Period shall mean a period of Ten (10) months where the termination pursuant to Section 6.5 below is not of Executive’s employment occurs during the first year of employment under this Agreement, (ii) a period of Eleven (11) months where the termination without “Cause” for purposes of receiving Executive’s employment occurs during the benefits described in Sections 6.1 or Section 6.2second year of employment under this Agreement, and (iii) a period of Twelve (12) months where the termination of Executive’s employment occurs during the third year of employment under this Agreement. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)In addition, without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled paid all accrued salary, bonus compensation to receive the Accrued Obligations extent earned, vested deferred compensation (defined below). If Executive complies other than pension plan or profit sharing plan benefits which will be paid in accordance with the obligations applicable plan), any benefits under any plans of the Company in Section 6.1(c) below, which the Executive shall also be eligible is a participant to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to full extent of the Executive’s then current Base Salary for twelve rights under such plans (12) months, less all applicable withholdings and deductions, paid in equal installments on including accelerated vesting of options granted to the Company’s normal payroll schedule following Executive under the termination date, with Plan per terms of the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) belowStock Option Agreement), accrued vacation pay and any appropriate business expenses incurred by the remaining installments occurring on Executive in connection with his duties hereunder, all to the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Companytermination. (c) If Notwithstanding Section 5(a), if during the Severance Period the Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new accepts other employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited toconsultancy, the 2010 Patient Protection and Affordable Care Act, as amended Severance Pay awarded to the Executive hereunder shall be reduced by the 2010 Health Care and Education Reconciliation Act), then in lieu amount of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day any compensation payable as a result of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from other employment or earlier if required by lawconsultancy, and any Continued Benefits shall be reduced also. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable provide written notification to the Company (of any employment or consultancy he accepts during the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in ReleasePeriod. (d) For purposes of this Agreementclarification, “Accrued Obligations” are (i) in the event the Executive’s accrued but unpaid salary through employment is terminated without Cause or for Good Reason after the date occurrence of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with a Change of Control of the Company’s standard expense reimbursement policies, and (iii) benefits owed the Company shall be responsible to Executive under any qualified retirement plan or health for payment of the amounts described in Section 5.4(a) and welfare benefit plan 5.4(b), above, subject to Section 5.4(c), above. (e) Any delay in which payments to the Executive was of up to 6 months to the extent (and only to the extent) needed to avoid the application of Section 409A of the Internal Revenue Code of 1986 shall not be considered a participant in accordance with applicable law and breach by the provisions Company of such planits obligations hereunder.

Termination Without Cause or for Good Reason. (a) The Company If the Executive's employment shall have the right to terminate Executive’s employment with the Company Without Cause pursuant to this Section 6.1 at any timeSubsection 6(a)(v) above, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination or for Good Reason pursuant to Section 6.5 below is not a termination without “Cause” for purposes 6(a)(iv) above, the Bank shall: i. pay to the Executive, following the Date of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunderTermination, a “Separation from Service”), then severance amount equal to the Annual Base Salary that the Executive shall be would have been entitled to receive for a period of two years had he continued his employment hereunder. The Severance Period under this condition shall be two years. The severance amount shall be paid, at the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) belowExecutive's election, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay either in a lump sum within 30 days following the aggregate amount Date of Termination or over the duration of the cash severance payments that Severance Period in accordance with the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by CompanyBank's regular payroll practice for salaried employees. (cii. if Executive's employment terminates due to a Corporate Transaction as described in Subsection 1(e)(i) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); and/or (ii) and under the date when Executive becomes eligible for substantially equivalent health insurance coverage conditions described in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iiiSubsection 6(a)(v), (then, notwithstanding the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result severance benefit set forth in a violation of applicable law (including, but not limited to, the 2010 Patient Protection Section 7(a)(i) and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant that severance benefit, pay to this SectionExecutive, following the Company shall pay Executive on the last day Date of each remaining month of the COBRA Payment PeriodTermination, a fully taxable cash payment severance amount equal to the COBRA premium Annual Base Salary that the Executive would have been entitled to receive for such montha period of three years had he continued his employment hereunder. The Severance Period under this condition shall be three years. The severance amount shall be paid, subject to applicable tax withholding (such amountat the Executive's election, either in a lump sum within 30 days following the “Special Date of Termination or over the duration of the Severance Payment”)Period in accordance with the Bank's regular payroll practice for salaried employees. iii. continue, for the remainder of the COBRA Payment Severance Period. Nothing in this Agreement shall deprive Executive of , Executive’s rights 's coverage under COBRA or ERISA for benefits under all Bank welfare benefit plans and policies arising under Executive’s employment by programs in which the CompanyExecutive was entitled to participate immediately prior to the Date of Termination, at the same premium cost, and at the same coverage level, as in effect immediately preceding the Date of Termination. Executive will be paid However, in the event the premium cost shall change for all employees of the Accrued Obligations on Bank, or for management employees with respect to supplemental benefits, the Company’s first payroll date after Executive’s date of termination from employment or earlier if cost shall change for Executive in a corresponding manner. The payments required by lawSubsections 7(a)(i), 7(a)(ii) and 7(a)(iii) above shall be in lieu of any payments to which Executive would otherwise be entitled under the Bank's general severance policy pertaining to reductions in force. Executive In the event that Severance Payments result from a Corporate Transaction, the Bank shall receive require, as part of the Corporate Transaction, that the entity with which the Bank engages in the Corporate Transaction, assumes all liability for the Severance Benefits pursuant Payments to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable be made to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company event Bancshares terminates Executive’s employment at any time hereunder without Cause (other than upon death or permanent disability) or Executive terminates Executive’s his employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) belowReason, Executive shall also be eligible become immediately vested in any of the remaining unvested shares of restricted stock and/or options granted to receive the following “Severance Benefits”him under any existing or future award agreements. In addition: (i) The Company Executive will pay Executive an amount equal be entitled to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will separation pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced amount, payable on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six thirty fifth (635th) month period day following Executive’s Separation from Service, termination of employment equal to: (A) 200% of the highest amount of Executive’s equity will continue annual Base Salary and the highest Annual Bonus paid to satisfy any applicable timeExecutive within the three-based vesting condition, as though Executive remained employed by Companyyear period preceding the termination plus a prorated bonus for the number of months worked for the year of termination. (cii) If Executive timely elects continued coverage under COBRA Continuation for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) 12 months following the termination date (the “COBRA Severance Separation Period”)) of coverage under the group medical care, disability and life insurance benefit plans or arrangements in which Executive is participating at the time of termination, with Bancshares continuing to pay its share of premiums and associated costs as if Executive continued in the employ of Bancshares; (ii) the date when provided, however, that Bancshares’ obligation to provide such coverage shall be terminated if Executive becomes eligible for substantially equivalent health insurance obtains comparable substitute coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if another employer at any time during the Company determines 5 Separation Period; provided, further, that its in the event final regulations are issued by the U.S. Treasury Department, which prohibit the discriminatory payment of COBRA premiums on Executive’s behalf would result in medical coverage, Executive shall receive a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable lump sum cash payment equal to any remaining payments that Executive would otherwise be entitled to under this Section, “grossed up” for all applicable federal, state, local and payroll taxes at the COBRA premium for such month, subject to applicable highest marginal tax withholding (such amount, rate in effect on the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by lawdate. Executive shall receive advise Bancshares immediately if such comparable substitute coverage is obtained from another employer. Executive shall be entitled, at the Severance Benefits expiration of the Separation Period, to elect continued coverage under Bancshares’ medical benefit plans pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in ReleaseConsolidated Omnibus Budget Reconciliation Act. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have Employer has the right to terminate ExecutiveEmployee’s employment without Cause, and the Employee may terminate his employment with the Company pursuant to this Section 6.1 Employer for Good Reason (as defined below), at any time, in accordance with Section 6.6, . In the event that Employee’s employment is terminated without “Cause” Cause (other than by reason of his death or Disability (as defined in Section 6.3(b) below) )), or by giving notice as described in Section 7.1 the Employee for Good Reason, the Employer shall: A. pay to Employee the Base Salary and Board Stipend earned, and any accrued and unpaid Annual Performance Bonus, through the date of this Agreement. A termination (pro-rated for any partial year); B. reimburse Employee for any expenses pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2.6; (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that C. if such termination constitutes a “separation from service” is prior to the fourth (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive 4th) anniversary of the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: Commencement Date: (i) The Company will pay Executive an amount equal to Executive’s then current Employee the Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following remainder of the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay Term in a lump sum the aggregate amount within fifteen (15) days following termination, plus continued payment of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA Base Salary for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) an additional twelve (12) months following termination if such termination is within one year of Term’s expiration, in accordance with the Employer’s normal payroll practices for its executives and key management personnel (as if such termination date (the “COBRA Severance Period”had not occurred); and (ii) pay Employee the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or Annual Performance Bonus at target (iii100%) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing Term in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans a lump sum; provided, however, that such payments are expressly conditioned upon the execution and policies arising under Executive’s employment by the Company. Executive will be paid all delivery of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits Release (defined below) pursuant and the timing of such payments shall be subject to 6.2(aSections 19G and H below; D. if such termination is after the fourth (4th) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor anniversary of the Company and its affiliates and representativesCommencement Date, pay to Employee the Base Salary for the remainder of the Term in a form acceptable to the Company lump sum within fifteen (the “Release”15) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day days following the effective date of termination (such 60th daytermination, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms plus continued payment of the ReleaseBase Salary for an additional twelve (12) months following termination if such termination is within one year of Term’s expiration, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the CompanyEmployer’s standard expense reimbursement policiesnormal payroll practices for its executives and key management personnel (as if such termination had not occurred); provided, however, that such payments are expressly conditioned upon the execution and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law delivery of the Release and the provisions timing of such planpayments shall be subject to Sections 19G and H below; E. continue providing Employee’s (and Employee’s family members’, as applicable) then-current health insurance at the Employer’s sole expense for the period described in the preceding Section 10.C ; and F. All unvested Stock, option and other equity awards held by the Employee shall become immediately and automatically fully vested.

Termination Without Cause or for Good Reason. In the event the Executive's employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, at any time, and, provided no Change in Control shall have occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to the Severance. The Company shall pay to the Executive such severance payments due hereunder in twenty four (24) equal monthly payments on the first day of each month following such termination. If the Company fails to make any such payment due, and such failure continues for thirty (30) days following notice of nonpayment by the Executive, the Executive may accelerate the payment of all of the remaining payments. In addition, (a) The Company Executive shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at exercise any timestock options, long-term incentive awards or other similar awards held by him in accordance with Section 6.6the relevant plan documents or grant letter; provided, without “Cause” (as defined however, in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or no event shall Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, have less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the than six (6) month period months following Executive’s Separation from Service, Executive’s equity will continue the Date of Termination to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. exercise such options or awards; and (cb) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay provide Executive with continuing coverage under the COBRA premiums necessary to continue Executive’s life, disability, accident and Executive’s covered dependents’ health insurance coverage programs for employees of the Company generally and under any supplemental programs covering executives of the Company (including, without limitation, participation in effect the Company's 401(K) retirement plan), as from time to time in effect, for Executive the twenty four (and Executive’s covered dependents24) on the month period from such termination date or until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance 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 connection with new employment or self-employment; or this clause (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”b). Notwithstanding Executive shall also be entitled to a continuation of all other benefits in effect at the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law termination (including, but not limited towithout limitation, automobile, country club, vacation and pension benefits, if applicable) for the 2010 Patient Protection and Affordable Care Act, as amended by twenty four (24) month period following such termination or until Executive becomes eligible for substantially similar benefits from a new employer. Notwithstanding anything to the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Sectioncontrary, the Company shall pay Executive on the last day of each remaining month agrees that for purposes of the COBRA Payment PeriodCompany's 1994, a fully taxable cash payment equal to the COBRA premium for such month1996 and 2000 Incentive Plans, subject to applicable tax withholding Executive's termination date shall be twenty-four (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b24) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day months following the effective date Date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in ReleaseTermination. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have If the right to terminate Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with the Company pursuant Accrued Amounts and subject to this Section 6.1 at any time, in accordance compliance with Section 6.612, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates shall: i. provide continued payment of the Executive’s employment at Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any time without Cause or Executive terminates Executive’s employment with decrease in Base Salary that forms the Company basis for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(hReason), without regard to any alternative definition thereunder, for a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for period of twelve (12) months, less all applicable withholdings and deductions, paid in equal installments months following the termination date on the Company’s normal regular payroll schedule following the termination datedates; provided, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below)however, and the remaining installments occurring on the Company’s regularly that any payments otherwise scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on to be made prior to the effective date of termination through the Severance Pay Commencement DateGeneral Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; and ii. In addition, during if the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive himself and Executive’s his covered dependents under the Company’s group health plans following such termination, then the Company shall pay that portion of the COBRA premiums necessary that it was paying prior to the Executive’s termination date in order to continue the Executive’s and Executive’s his covered dependents’ health insurance coverage in effect for Executive himself (and Executive’s his covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”)date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including, including but not limited to, to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for such Special Severance Payment to be made without regard to the remainder Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of Executive’s his rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s his employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company may voluntarily terminate this Agreement without Cause by giving written notice to Executive. Any such notice shall have specify the right exact date of termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to terminate the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or non-equity incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment with under this Agreement is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Reason, subject to the condition set forth below in Section 1.409A-1(h5(c), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive receive, after the Termination Date, the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive and the following “Severance Benefits”: : (i) The Company will pay Executive an amount equal to Executive’s then current eighteen (18) months of his Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments at the rate existing on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date Termination Date; (as defined in Section 6.1(cii) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If if Executive timely elects continued coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, for Executive himself and Executive’s his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the same portion of the monthly premium under COBRA premiums necessary to continue Executive’s as it pays for active employees and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on their eligible dependents from the termination date Termination Date until the earliest of: of (iA) twelve the date that is eighteen (1218) months following after the termination date Termination Date, (B) the “COBRA Severance Period”); expiration of Executive’s eligibility for continuation coverage under COBRA, or (iiC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination employment (such period from the termination date through the earlier earliest of (i)-(iiiA) through (C), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.and

Termination Without Cause or for Good Reason. (a) The Company may voluntarily terminate this Agreement without Cause by giving written notice to Executive. Any such notice shall have specify the right exact date of termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to terminate the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment with under this Agreement is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Reason, subject to the condition set forth below in Section 1.409A-1(h5(c), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive receive, after the Termination Date, the Accrued Obligations and eighteen (defined below). If Executive complies with the obligations in Section 6.1(c18) below, Executive shall also be eligible to receive months of the following “Severance Benefits”: : (i) The Company will pay Executive an amount equal to Executive’s then current his Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments at the rate existing on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date Termination Date; (as defined in Section 6.1(cii) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If if Executive timely elects continued coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, for Executive himself and Executive’s his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (himself and Executive’s covered dependents) his eligible dependents on the date of his termination date until the earliest of: of (iA) twelve the date that is eighteen (1218) months following after the termination date Termination Date, (B) the “COBRA Severance Period”); expiration of Executive’s eligibility for continuation coverage under COBRA, or (iiC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination employment (such period from the termination date through the earlier earliest of (i)-(iiiA) through (C), (the “COBRA Payment Period”). With respect to payment of COBRA premiums described above, Executive must pay his portion of any premiums with after-tax income and any portion of such premiums paid for by the Company shall be fully taxable to Executive. If Executive becomes eligible for coverage under another employer’s group health plan, through self-employment, or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section, Executive must immediately notify the Company of such event, and the Company’s obligation to pay COBRA premiums on Executive’s behalf shall cease. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying COBRA premiums pursuant to this Sectionon Executive’s behalf, the Company shall will pay Executive on the last day of each remaining month of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premium for such that month, which payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), for such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the remainder expiration of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by Period prior to the Company. Executive will be paid all end of the Accrued Obligations COBRA continuation period. Such Special Severance Payment shall end on the Company’s first payroll date after Executive’s date earlier of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) the date on which Executive executes and does not revoke a separation agreement containing an effectivecommences other full-time, general release of claims in favor of the Company and its affiliates and representativesregular employment (i.e., in a form acceptable to the Company (the “Release”excluding temporary or consulting positions) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than close or termination of the date of COBRA continuation period following Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable . All Base Salary payments shall be paid over time in accordance with the Company’s standard expense reimbursement policiesgeneral payroll practices, as and (iii) benefits owed to when such Base Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any qualified retirement plan obligation to mitigate the Company’s obligation by securing other employment or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planotherwise.

Termination Without Cause or for Good Reason. (a) The Company shall have Subject to the right to terminate terms and conditions of eligibility for Executive’s employment with receipt of severance benefits under this Agreement, including the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” timely execution and delivery (as defined in Section 6.3(b) belowand non-revocation) by giving notice Executive of the Separation Agreement and General Release as described set forth in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If SECTION 6.10, if the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s his employment with for Good Reason, the Company for Good Reason and provided that such termination constitutes a “separation from service” (shall pay to Executive, as defined under Treasury Regulation Section 1.409A-1(h)severance benefits, without regard which amounts are in addition to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations Compensation upon Termination set forth in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”SECTION 3.3 herein: (i) The Company will pay Executive an An amount equal to Executive’s then current Base Salary for twelve (12x) months, less all applicable withholdings and deductions, paid in equal installments on if the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Termination Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) occurs within twelve (12) months following the termination Effective Time, 100% of his Base Salary which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the twelve (12) month period following the date Executive incurs a Termination Date, but in no event less frequently than monthly or (y) if the “COBRA Severance Period”); Termination Date occurs after the first anniversary of the Effective Time, 150% of his Base Salary which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the eighteen (18) month period following the date Executive incurs a Separation from Service, but in no event less frequently than monthly. (ii) An amount equal to (x) if the Termination Date occurs within twelve (12) months following the Effective Time, 100% of Executive’s Target Bonus ,which shall be paid to Executive in equal installments according to the Company’s normal payroll practices over the twelve (12) month period following the date when Executive becomes incurs a Separation from Service, but in no event less frequently than monthly, or (y) if the Termination Date occurs after the first anniversary of the Effective Time, 150% of Executive’s Target Bonus, which shall be paid to Executive in equal installments according to the Company’s normal payroll practices over the eighteen (18) month period following the date Executive incurs a Separation from Service, but in no event less frequently than monthly. (iii) Subject to (1) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (2) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for a period of (x) twelve (12) months if the Termination Date occurs within twelve (12) months following the Effective Time or (y) eighteen (18) months if the Termination Date occurs after the first anniversary of the Effective Time, in each case, at the Company’s expense, provided that Executive is eligible and remains eligible for substantially equivalent health insurance coverage COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(iii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier continued payment of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time premiums by the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, under the 2010 Patient Protection and Affordable Care ActAct of 2010, as amended by the 2010 Health Care and Education Reconciliation Act)amended, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to or other applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have If the right to terminate Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with the Company pursuant Accrued Amounts and subject to this Section 6.1 at any time, in accordance compliance with Section 6.612, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates shall: 115357572 v1 i. provide continued payment of the Executive’s employment at Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any time without Cause or Executive terminates Executive’s employment with decrease in Base Salary that forms the Company basis for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(hReason), without regard to any alternative definition thereunder, for a “Separation from Service”), then Executive shall be entitled to receive period of six (6) months following the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments termination date on the Company’s normal regular payroll schedule following the termination datedates; provided, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below)however, and the remaining installments occurring on the Company’s regularly that any payments otherwise scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on to be made prior to the effective date of termination through the Severance Pay Commencement DateGeneral Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; and ii. In addition, during if the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive himself and Executive’s his covered dependents under the Company’s group health plans following such termination, then the Company shall pay that portion of the COBRA premiums necessary that it was paying prior to the Executive’s termination date in order to continue the Executive’s and Executive’s his covered dependents’ health insurance coverage in effect for Executive himself (and Executive’s his covered dependents) on the termination date until the earliest of: (i) twelve six (126) months following the termination date (the “COBRA Severance Period”)date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including, including but not limited to, to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for such Special Severance Payment to be made without regard to the remainder Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of Executive’s his rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s his employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have Upon the right to terminate termination of the Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by the Executive terminates Executive’s employment with the Company for Good Reason Reason, and provided that such termination constitutes a “separation from service” (as defined i) the Executive timely executes and does not revoke the Release required under Treasury Regulation Section 1.409A-1(h)6 and (ii) the Executive has complied with and continues to comply with the restrictive covenants set forth in Section 8, without regard to any alternative definition thereunder, a “Separation from Service”), then the Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be become eligible to receive the following “Severance Benefits”payments and benefits: (i) The Company will shall pay the Executive a severance payment in an amount equal to twelve months of the Executive’s then current Base Salary for twelve (12) monthsat the rate then in effect), less all applicable withholdings and deductions, which shall be paid in equal installments on over the twelve-month period following the Executive’s termination, in accordance with the Company’s normal payroll schedule practices. Payment will commence within sixty days following the Executive’s termination date and any installments not paid between the termination date and the date of the first payment will be paid with the first payment. (ii) The Company shall pay the Executive a lump sum payment equal to the cost that would be payable by the Company, as measured as of the Executive’s termination date, with to obtain continued health care coverage for the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), Executive and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting conditionspouse and eligible dependents, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents applicable, under the Company’s employee group health plans plan for the eighteen-month period following such termination, then at the level in effect for each of them on such termination date. Payment will be made within sixty days following the Executive’s termination date. (iii) The Company shall pay the COBRA premiums necessary to continue Executive a prorated Annual Bonus for the Fiscal Year in which the Executive’s and Executive’s covered dependents’ health insurance coverage termination of employment occurs. The prorated Annual Bonus shall be determined by multiplying the Target Bonus for the Fiscal Year of termination by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in effect for Executive (and Executive’s covered dependents) on the Fiscal Year in which the termination date until occurs and the earliest of: denominator of which is 365. The prorated Annual Bonus shall be paid within sixty days following the Executive’s termination date. (iiv) If such termination occurs prior to or more than 24 months following a Change of Control, then the Equity Awards shall be treated as follows: a. Subject to subsection (viii), any outstanding share option, which vests solely upon continuous service with the Company (each, a “Time-Based Option”), shall, on the date of the Executive’s termination of employment, become vested and exercisable with respect to the number of shares (if any) that would have vested and become exercisable had the Executive continued in employment or service for a period of twelve (12) months following the termination date (the “COBRA Severance PeriodSpecial Vesting Option Shares”); (ii. All Time-Based Options may be exercised for any Special Vesting Option Shares and any previously-vested shares for a period of six months following the Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option ( including with respect to the Special Vesting Option Shares and any previously-vested shares) shall terminate on the date when that is six months following the Executive’s termination date or (if earlier) upon the expiration of the term of the Time-Based Option. b. Subject to subsection (viii), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall, on the date of the Executive’s termination of employment, become vested and payable with respect to the number of units (if any) that would have vested had the Executive becomes eligible for substantially equivalent health insurance coverage continued in connection with new employment or selfservice for a period of twelve months following the termination date. The shares underlying any restricted share units that vest under this subsection (iv)b. shall be issued on the date of the Executive’s termination of employment or service or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Executive’s termination date occurs. c. Subject to subsection (viii), any outstanding performance share award, which (A) was subject to vesting in whole or in part based on attainment of performance objectives and (B) with respect to which the specified performance period has been completed prior to the Executive’s termination such that the award remains subject to vesting only based on continuous service during a specified service period, shall, on the date of the Executive’s termination of employment, become vested with respect to the number of shares (if any, as determined in accordance with the agreement evidencing the award) that would have vested had the Executive continued in employment or service for a period of twelve months following the termination date, based on the level of attainment of the performance objectives. Any shares that vest under this subsection (iv)c. shall be issued on the date of the Executive’s termination of employment or service or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Executive’s termination date occurs. Any performance share award that was subject to vesting in whole or in part based on attainment of performance objectives and with respect to which the performance period has not been completed prior to the Executive’s termination, shall terminate immediately upon the Executive’s termination. (v) If such termination occurs within 24 months following a Change of Control, then the Equity Awards to the extent outstanding shall be treated as follows: a. Subject to subsection (viii), any Time-employment; Based Option shall become fully vested and exercisable upon such termination. All Time-Based Options (including with respect to any previously-vested shares) may be exercised for a period of six months following the Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option shall terminate on the date that is six months following the Executive’s termination date or (iiiif earlier) upon the date Executive ceases expiration of the term of the Time-Based Option. b. Subject to be eligible for COBRA continuation coverage for any reason, including plan termination subsection (such period from the termination date through the earlier of (i)-(iiiviii), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall become fully vested and payable upon such termination. The shares underlying any restricted share units that vest under this subsection (v)b. shall be issued upon such termination. c. Subject to subsection (viii), any outstanding performance share award shall, upon such termination, become vested with respect to the number of shares (if any as determined under the agreement evidencing the award) then subject to the award. Any shares that vest under this subsection (v)c. shall be issued within sixty days following such termination. (vi) Notwithstanding anything in this Agreement to the contrary, to the extent that the Equity Awards constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “ReleaseCode”) and the Release is enforceable and effective as provided Treasury Regulations thereunder, if (i) a Change of Control does not constitute a “change in control event” under Section 409A of the Release on Code, or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) otherwise required by Section 409A of the Code, any shares that vest pursuant to subsection 5(c)(iv) or 5(c)(v) above shall be issued only in accordance with and as permitted under Section 409A of the Code. (vii) Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release required under Section 6, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (viii) In the event that the Executive holds any other positions with violates the Companyrestrictive covenants set forth in Section 8, the Executive resigns such position(s) to shall not be effective no later than entitled, after the date of Executive’s termination date such violations or activity (as the case may be), to receive any payouts, benefits or continued vesting under this Section 5(c), and any unvested Equity Awards shall be immediately forfeited, and the Company may take such other date enforcement actions as requested set forth herein or permitted by the Board); applicable law. (iiiix) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement The Equity Awards shall continue to be governed by and the Proprietary Information Agreement; and (v) Executive complies with subject to the terms of the Releaseapplicable award agreements (including any clawback provisions thereunder), including without limitation any non-disparagement and confidentiality provisions contained in Releaseas amended to reflect this subsection (c). (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to Employer may terminate Executive’s employment with the Company pursuant to under this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment 2.1 at any time without Cause (as defined below) (other than due to death or Disability (as defined below)) upon not less than thirty (30) days’ prior written notice to Executive; provided, however, that, in the event that such notice is given, Executive terminates shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s employment with the Company under this Section 2.1 by voluntarily resigning for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(hin accordance with the procedure set forth in the definition thereof), . In the event Executive’s employment is terminated by Employer without regard Cause (other than due to any alternative definition thereunderdeath or Disability) or Executive resigns for Good Reason (each, a “Separation from ServiceQualifying Termination”)) then, then in each case, in addition to all Accrued Compensation and subject to Executive’s execution, delivery and non-revocation within sixty (60) days of the Date of Termination of a Termination Agreement and General Release (substantially in the form attached hereto as Exhibit A) provided to him by Employer, Executive shall be entitled to receive the Accrued Obligations to: (defined below). If Executive complies with the obligations in Section 6.1(ca) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The Company will pay Executive an amount equal to two (the “Multiplier”) times the sum of Executive’s then current Base Salary and Target Bonus (at the rates in effect for twelve (12) monthsthe Year of Termination but not taking into account any reduction in either that results in connection with Executive’s resignation for Good Reason), less all applicable withholdings and deductions, with such amount paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay cash in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first regularly scheduled payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is immediately following the sixtieth (60th) day following Executive’s Date of Termination, (b) if such termination occurs after the effective last day of a performance period that occurs during the Employment Period but prior to the payment date for a Bonus in respect of termination (such 60th dayperformance period, the Bonus, if any, that Executive would have otherwise received in respect of such performance period had Executive remained employed through the applicable payment date (the “Severance Pay Commencement DateAccrued Bonus”); (ii) , which Accrued Bonus, if Executive holds any other positions with the Companyany, Executive resigns such position(s) to will be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable paid in accordance with the Company’s standard expense reimbursement policiesSection 1.5, and (iiic) benefits owed subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement by Employer for Executive’s premiums for such continuation coverage which covers Executive under any qualified retirement plan or health (and welfare benefit plan in which Executive’s eligible dependents) for a period of up to eighteen (18) months so long as Executive was a participant is eligible and remains eligible for COBRA coverage in accordance with applicable law COBRA and the provisions regulations promulgated thereunder; provided, that Employer may modify the continuation coverage contemplated hereunder to the extent reasonably necessary to avoid the imposition of such planany excise taxes on Employer 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). If the Qualifying Termination occurs within the six (6)-month period immediately preceding or the twenty-four (24)-month period immediately following a Change in Control, then the Multiplier will equal three and, in addition to the foregoing, Executive will also be entitled to receive full vesting of all of his then-outstanding long-term incentive awards, whether cash-based or equity-based, with any exercisable awards to remain outstanding until the expiration of their term (provided that Executive will be entitled to any more favorable treatment as may be set forth in the relevant award agreements).

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment hereunder shall be terminated by the Company without Cause, or by Executive for Good Reason, then in addition to the payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” Confidentiality and Work Product Assignment Agreement (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:): (i) The the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for continuation of twelve (12) monthsmonths of Executive’s annual Base Salary, less all applicable withholdings and deductionsas in effective immediately prior to Executive’s termination of employment hereunder, paid payable during the 12-month period following Executive’s termination of employment in equal installments on the form of salary continuation in accordance with the Company’s normal payroll schedule following practices; (ii) the termination dateCompany shall pay Executive an annual cash bonus for the year of termination, with payable at the first payment beginning same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period), subject, however, to proration based on the Severance Pay Commencement Date (as defined number of days in Section 6.1(c) below), and the remaining installments occurring on applicable performance period that had elapsed prior to the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company.termination; and (ciii) If if the Executive timely elects to receive continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s 's group health plans following such terminationcare plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, then as amended (“COBRA”), the Company shall pay the employer portion of applicable COBRA premiums necessary to continue premium payments for the Executive’s and and, as applicable, Executive’s covered dependents’ ’, continued health insurance coverage under such plan (as in effect for Executive or amended from time to time) (and Executive’s covered dependentsthe “COBRA Subsidy”) on the termination date until the earliest earlier of: (i1) twelve (12) months following the Executive’s termination of employment, or (2) the date upon which the Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Subsidy Period”). Notwithstanding the foregoing, if at any time The Executive shall promptly inform the Company determines that its payment in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of during the COBRA Payment PeriodSubsidy Period at active employee rates as in effect from time to time, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), and shall be responsible for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions full unsubsidized costs of such planCOBRA coverage thereafter.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or event that Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as defined under amended (the “Code”), and Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a ) (“Separation from Service”) (1) by the Company without Cause (as defined herein), then or (2) by Executive for Good Reason (as defined herein), then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit A within 30 days after such Separation from Service, Executive shall be entitled to receive the Accrued Obligations benefits set forth below in this Section 5(a). Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Section 409A (as defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:. (i) The Company will shall pay Executive an amount equal to one times Executive’s then current Base Salary for twelve plus one times Executive’s Target Bonus (12as in effect on the date of Executive’s termination). The severance amount described in the previous sentence shall be paid as follows, subject to Section 19 below: (A) months, less all applicable withholdings and deductions, the continuation of Base Salary shall be paid in substantially equal installments on the Companyover a period of one year from Executive’s normal payroll schedule following the termination date, Separation from Service in accordance with the first payment payroll practices of the Company in effect from time to time, beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments first payroll date occurring on or after the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period thirtieth day following Executive’s Separation from ServiceService (such payroll date, the “First Payroll Date”) (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date) and (B) the Target Bonus shall be paid on the date that executive bonuses are paid generally for the fiscal year in which the date of termination took place, which shall, in any event, be no earlier than the First Payroll Date and no later than two and one-half months after the end of such fiscal year; (ii) Any outstanding equity awards held by Executive’s equity will continue to satisfy any , shall be governed by the terms of the applicable time-based vesting condition, as though Executive remained employed by Companyaward agreements. (ciii) If Executive timely elects continued coverage shall be entitled to benefits mandated under COBRA for Executive and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), under Section 4980B of the Code, or any replacement or successor provision of United States tax law, subject to Executive’s covered dependents valid election to receive COBRA benefits, with the premium paid at the Company’s expense until the first to occur of (A) eighteen months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plans following plan under COBRA, or (C) such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when that Executive becomes eligible for substantially equivalent coverage under the group health insurance coverage in connection with new employment plan of another employer, provided, that if any plan pursuant to which such benefits are provided is not, or self-employment; or (iii) ceases prior to the date Executive ceases to be eligible for COBRA expiration of the period of continuation coverage for any reasonto be, including plan termination (such period exempt from the termination date through the earlier application of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation ActSection 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in lieu of paying COBRA premiums substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). In addition, if Executive’s employment terminates pursuant to this SectionSection 5(a), the Company shall pay Executive on the last day of each remaining month amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other earlier date as requested may be mandated by applicable law) and shall pay or provide the Board); (iiiother benefits described in Section 5(d) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plantherewith.

Termination Without Cause or for Good Reason. (aIf Executive's employment hereunder shall be terminated by the Company without Cause, or by Executive for Good Reason, then in addition to the payments and benefits described in Section 4(b) The Company shall have the right and subject to terminate Executive’s employment execution and non-revocation of the release contemplated in Section 4(e) of this Agreement and Executive's continuing compliance with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” Confidentiality and Work Product Assignment Agreement (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:): (i) The Company will shall pay Executive an a lump sum amount equal to six (6) months of Base Salary as in effect immediately prior to Executive’s then current Base Salary for twelve (12) monthstermination of employment hereunder, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date payable within sixty (as defined in Section 6.1(c60) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period days following Executive’s Separation termination from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Companyemployment. (cii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive an annual cash bonus for the COBRA premiums necessary year of termination, payable at the same time as annual cash bonuses are paid to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for senior management, based on actual achievement of performance targets (as if Executive (and Executive’s covered dependents) had remained employed through the end of the applicable performance period), subject, however, to proration based on the termination number of days in the applicable performance period that had elapsed prior to the date until of termination; and (iii) the earliest of: (i) Company shall pay Executive a lump sum amount equal to twelve (12) months following of the employer portion of Executive’s group health insurance premiums, as in effect immediately prior to the termination date of employment, less applicable withholdings and deductions, payable within sixty (60) days following Executive’s termination from employment.” 2. The Company and the Executive further agree that this Amendment does not constitute grounds for “Good Reason” pursuant to the Executive Agreement, or otherwise constitute any trigger for the Company’s payment of any severance benefits to Executive pursuant to the Executive Agreement. 3. The Executive will continue to abide by Company rules and policies. Executive reaffirms, acknowledges and agrees to continue to comply with the Confidentiality, Non-Hire, Non-Disparagement, and Work Product Agreement, which Executive signed on March 9, 2021 (the “COBRA Severance PeriodConfidentiality and Work Product Assignment Agreement”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment and which prohibits unauthorized use or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier disclosure of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date proprietary information, among other obligations. 4. The Executive confirms that she has read this Amendment, understands the terms thereof and has had sufficient opportunity to obtain independent legal advice. 5. Except as modified or amended in this Amendment, no other term or provision of termination from employment the Executive Agreement or earlier if required by lawFirst Amendment is amended or modified in any respect. The Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicableand its exhibits, if: (i) along with this Amendment, set forth the entire understanding between the Parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by the Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor authorized officer of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company may voluntarily terminate this Agreement without Cause by giving written notice to Executive. Any such notice shall have specify the right exact date of termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to terminate the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or non-equity incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment with under this Agreement is terminated by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Reason, subject to the condition set forth below in Section 1.409A-1(h4(c), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive receive, after the Termination Date, the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive and the following “Severance Benefits”: : (i) The Company will pay Executive an amount equal to twenty four (24) months of Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments at the rate existing on the Company’s normal payroll schedule following Termination Date; and (ii) all of the termination date, with the first payment beginning on the Severance Pay Commencement Date Awards (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that 2018 Omnibus Equity Incentive Plan (“Plan”)) then held by Executive and not vested on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount Termination Date shall become fully vested and exercisable as of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Termination Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company All Base Salary payments shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable over time in accordance with the Company’s standard expense reimbursement policiesgeneral payroll practices, as and (iii) benefits owed to when such Base Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any qualified retirement plan obligation to mitigate the Company’s obligation by securing other employment or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such planotherwise.

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for Cause (aother than a termination for Disability) The or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the right to terminate Executive’s employment with end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company pursuant and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving other senior executives; provided that the benefits described in Sections 6.1 or Section 6.2. (b) If Board determines that the Company terminates was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive’s employment at 's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. Ifat any time without Cause or Executive terminates after Executive’s employment with 's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for Good Reason and provided that such termination constitutes a “separation providing services as an employee or as an independent contractor from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”)person or entity, then Executive shall be entitled immediately notify the Company of such event and the Company's obligation to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, continue to make such payments to Executive shall also be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to receive the following “Severance Benefits”: (i) The Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company will shall pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, paid in equal installments on the Company’s normal payroll schedule following the termination date, with the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid for such benefits on behalf of Executive through such date had if the payments commenced on the effective date benefits were provided to him as an employee. The continuation of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following health benefits under this subsection shall reduce and count against Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents 's rights under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier Consolidated Omnibus Budget Reconciliation Act of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act1985, as amended by the 2010 Health Care and Education Reconciliation Act("COBRA"), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have In the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or event that Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as defined under amended (the “Code”), and Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a ) (“Separation from Service”) (1) by the Company without Cause (as defined herein), then or (2) by Executive for Good Reason (as defined herein), then, subject to Executive’s execution and non-revocation of a Release substantially in the form attached as Exhibit B within 30 days after such Separation from Service, Executive shall be entitled to receive the Accrued Obligations benefits set forth below in this Section 5(a). Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Section 409A (as defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”:. (i) The Company will shall pay Executive an amount equal to one times Executive’s then current Base Salary for twelve plus one times Executive’s Target Bonus (12as in effect on the date of Executive’s termination). The severance amount described in the previous sentence shall be paid as follows, subject to Section 19 below: (A) months, less all applicable withholdings and deductions, the continuation of Base Salary shall be paid in substantially equal installments on the Companyover a period of one year from Executive’s normal payroll schedule following the termination date, Separation from Service in accordance with the first payment payroll practices of the Company in effect from time to time, beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), and the remaining installments first payroll date occurring on or after the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period thirtieth day following Executive’s Separation from ServiceService (such payroll date, the “First Payroll Date”) (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date) and (B) the Target Bonus shall be paid on the date that executive bonuses are paid generally for the fiscal year in which the date of termination took place, which shall, in any event, be no earlier than the First Payroll Date and no later than two and one-half months after the end of such fiscal year; (ii) Any outstanding equity awards held by Executive’s equity will continue to satisfy any , including the Executive LTIP, shall be governed by the terms of the applicable time-based vesting condition, as though Executive remained employed by Companyaward agreements. (ciii) If Executive timely elects continued coverage shall be entitled to benefits mandated under COBRA for Executive and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), under Section 4980B of the Code, or any replacement or successor provision of United States tax law, subject to Executive’s covered dependents valid election to receive COBRA benefits, with the premium paid at the Company’s expense until the first to occur of (A) eighteen months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plans following plan under COBRA, or (C) such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when that Executive becomes eligible for substantially equivalent coverage under the group health insurance coverage in connection with new employment plan of another employer, provided, that if any plan pursuant to which such benefits are provided is not, or self-employment; or (iii) ceases prior to the date Executive ceases to be eligible for COBRA expiration of the period of continuation coverage for any reasonto be, including plan termination (such period exempt from the termination date through the earlier application of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation ActSection 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in lieu of paying COBRA premiums substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). In addition, if Executive’s employment terminates pursuant to this SectionSection 5(a), the Company shall pay Executive on the last day of each remaining month amounts described in Section 5(d)(i), (ii) and (iii) within 30 days of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other earlier date as requested may be mandated by applicable law) and shall pay or provide the Board); (iiiother benefits described in Section 5(d) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plantherewith.

Termination Without Cause or for Good Reason. (a) The Company shall have Upon the right to terminate termination of the Executive’s employment with by the Company pursuant to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or by the Executive terminates Executive’s employment with the Company for Good Reason Reason, and provided that such termination constitutes a “separation from service” (as defined i) the Executive timely executes the Release required under Treasury Regulation Section 1.409A-1(h)6 and (ii) the Executive has complied with and continues to comply with the restrictive covenants set forth in Section 8, without regard to any alternative definition thereunder, a “Separation from Service”), then the Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be become eligible to receive the following “Severance Benefits”payments and benefits: (i) The Company will shall pay the Executive a severance payment in an amount equal to the sum of (i) six months of the Executive’s then current Base Salary (at the rate then in effect) and (ii) one week of the Executive’s Base Salary (at the rate then in effect) for each year of service with the Company up to a maximum of twelve (12) monthsweeks, less all applicable withholdings and deductions, which shall be paid in equal installments on over the twelve-month period following the Executive’s termination, in accordance with the Company’s normal payroll schedule practices. Payment will commence within sixty days following the Executive’s termination date and any installments not paid between the termination date and the date of the first payment will be paid with the first payment. Such severance payment shall be inclusive of any statutory payments to be made by the Company to the Executive in accordance with applicable law. (ii) The Company shall pay the Executive a lump sum payment equal to the cost that would be payable by the Company, as measured as of the Executive’s termination date, with to obtain continued health care coverage for the first payment beginning on the Severance Pay Commencement Date (as defined in Section 6.1(c) below), Executive and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting conditionspouse and eligible dependents, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents applicable, under the Company’s employee group health plans plan for the eighteen-month period following such termination, then at the level in effect for each of them on such termination date. Payment will be made within sixty days following the Executive’s termination date. (iii) The Company shall pay the COBRA premiums necessary to continue Executive a prorated Annual Bonus for the Fiscal Year in which the Executive’s and Executive’s covered dependents’ health insurance coverage termination of employment occurs. The prorated Annual Bonus shall be determined by multiplying the Target Bonus for the Fiscal Year of termination by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in effect for Executive (and Executive’s covered dependents) on the Fiscal Year in which the termination date until occurs and the earliest of: denominator of which is 365. The prorated Annual Bonus shall be paid within sixty days following the Executive’s termination date. (iiv) If such termination occurs prior to or more than 24 months following a Change of Control, then the Equity Awards shall be treated as follows: a. Subject to subsection (viii), any outstanding share option, which vests solely upon continuous service with the Company (each, a “Time-Based Option”), shall, on the date of the Executive’s termination of employment, become vested and exercisable with respect to the number of shares (if any) that would have vested and become exercisable had the Executive continued in employment or service for a period of twelve (12) months following the termination date (the “COBRA Severance PeriodSpecial Vesting Option Shares”); . All Time-Based Options may be exercised for any Special Vesting Option Shares and any previously-vested shares for a period of six months following the Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option (iiincluding with respect to the Special Vesting Option Shares and any previously-vested shares) shall terminate on the date when that is six months following the Executive’s termination date or (if earlier) upon the expiration of the term of the Time-Based Option. b. Subject to subsection (viii), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall, on the date of the Executive’s termination of employment, become vested and payable with respect to the number of units (if any) that would have vested had the Executive becomes eligible for substantially equivalent health insurance coverage continued in connection with new employment or selfservice for a period of twelve months following the termination date. The shares underlying any restricted share units that vest under this subsection (iv)b. shall be issued on the date of the Executive’s termination of employment or service or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Executive’s termination date occurs. c. Subject to subsection (viii), any outstanding performance share award, which (A) was subject to vesting in whole or in part based on attainment of performance objectives and (B) with respect to which the specified performance period has been completed prior to the Executive’s termination such that the award remains subject to vesting only based on continuous service during a specified service period, shall, on the date of the Executive’s termination of employment, become vested with respect to the number of shares (if any, as determined in accordance with the agreement evidencing the award) that would have vested had the Executive continued in employment or service for a period of twelve months following the termination date, based on the level of attainment of the performance objectives. Any shares that vest under this subsection (iv)c. shall be issued on the date of the Executive’s termination of employment or service or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Executive’s termination date occurs. Any performance share award that was subject to vesting in whole or in part based on attainment of performance objectives and with respect to which the performance period has not been completed prior to the Executive’s termination, shall terminate immediately upon the Executive’s termination. (v) If such termination occurs within 24 months following a Change of Control, then the Equity Awards to the extent outstanding shall be treated as follows: a. Subject to subsection (viii), any Time-employment; Based Option shall become fully vested and exercisable upon such termination. All Time-Based Options (including with respect to any previously-vested shares) may be exercised for a period of six months following the Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option shall terminate on the date that is six months following the Executive’s termination date or (iiiif earlier) upon the date Executive ceases expiration of the term of the Time-Based Option. b. Subject to be eligible for COBRA continuation coverage for any reason, including plan termination subsection (such period from the termination date through the earlier of (i)-(iiiviii), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall become fully vested and payable upon such termination. The shares underlying any restricted share units that vest under this subsection (v)b. shall be issued upon such termination. c. Subject to subsection (viii), any outstanding performance share award shall, upon such termination, become vested with respect to the number of shares (if any as determined under the agreement evidencing the award) then subject to the award. Any shares that vest under this subsection (v)c. shall be issued within sixty days following such termination. (vi) Notwithstanding anything in this Agreement to the contrary, to the extent that the Equity Awards constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “ReleaseCode”) and the Release is enforceable and effective as provided Treasury Regulations thereunder, if (i) a Change of Control does not constitute a “change in control event” under Section 409A of the Release on Code, or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) otherwise required by Section 409A of the Code, any shares that vest pursuant to subsection 5(c)(iv) or 5(c)(v) above shall be issued only in accordance with and as permitted under Section 409A of the Code. (vii) Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release required under Section 6, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (viii) In the event that the Executive holds any other positions with violates the Companyrestrictive covenants set forth in Section 8, the Executive resigns such position(s) to shall not be effective no later than entitled, after the date of Executive’s termination date such violations or activity (as the case may be), to receive any payouts, benefits or continued vesting under this Section 5(c), and any unvested Equity Awards shall be immediately forfeited, and the Company may take such other date enforcement actions as requested set forth herein or permitted by the Board); applicable law. (iiiix) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement The Equity Awards shall continue to be governed by and the Proprietary Information Agreement; and (v) Executive complies with subject to the terms of the Releaseapplicable award agreements (including any clawback provisions thereunder), including without limitation any non-disparagement and confidentiality provisions contained in Releaseas amended to reflect this subsection (c). (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to may terminate Executive’s 's employment with the Company pursuant to this Section 6.1 hereunder without Cause at any time. Such notice shall specify the effective date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(c) without Cause or by the Executive for Good Reason, in accordance with Section 6.6, without “Cause” each case prior to or more than 24 months following a Material Change (as defined in Section 6.3(b) below) by giving notice the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason amended and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)restated effective January 1, without regard to any alternative definition thereunder, a “Separation from Service”2009), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”to: (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve payment of the Accrued Payments; (12ii) monthsa separation allowance, less all applicable withholdings and deductions, paid payable in equal installments on the Company’s in accordance with normal payroll schedule practices over a 12-month period beginning immediately following the date of termination, equal to (2) times the sum of the Executive's then Base Salary; (iii) payment of any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) all of Executive's then unvested restricted stock or restricted stock units granted to Executive will continue to vest and restrictions lapse in accordance with their respective terms over the 12 month period immediately following such termination date, with the first payment beginning conditioned on the Severance Pay Commencement Date (as defined Company receiving from Executive the release of claims referred to in Section 6.1(c6(h) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, ; (v) the Company will pay shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in a lump sum effect for the aggregate amount Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the cash severance payments that the Company would have paid Executive through such date had the payments commenced 12 month period beginning on the effective date of the termination through of Executive's employment hereunder, or (ii) such time as the Severance Pay Commencement DateExecutive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as "Benefits Continuation". In addition, during the six (6) month period following Executive’s Separation from Service, Executive’s equity will continue to satisfy any applicable time-based vesting condition, as though Executive remained employed by Company. (c) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall agrees to pay Executive a lump sum cash payment in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the COBRA premiums necessary to continue Executive’s medical and Executive’s covered dependents’ health insurance dental coverage in effect for Executive (and Executive’s covered his dependents, if any) on immediately prior to his termination of employment, with such cash amount equal to the termination date until cost of the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when premiums for such coverage that would apply if Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases were to be eligible for elect COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date medical and dental plans following his termination of termination from employment or earlier if required by law. Executive shall receive and continue such coverage for the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release 12 month period beginning on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (of employment. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms welfare plans, programs or arrangements of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releaseanother employer. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.

Termination Without Cause or for Good Reason. (a) The Company shall have the right to terminate If Executive’s employment with hereunder shall be terminated by the Company pursuant without Cause, termination upon the expiration of the Term following notice of non-renewal by the Company, or by Executive for Good Reason, then in addition to this Section 6.1 at any time, in accordance with Section 6.6, without “Cause” (as defined in Section 6.3(b) below) by giving notice as the payments and benefits described in Section 7.1 4(b) and subject to Section 17 and Executive’s continuing compliance with Section 5 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in Sections 6.1 or Section 6.2. (b) If the Company terminates Executive’s employment at any time without Cause or Executive terminates Executive’s employment with the Company for Good Reason and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receive the Accrued Obligations (defined below). If Executive complies with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following “Severance Benefits”: (i) The the Company will shall pay Executive an amount equal to nine months of the Executive’s then current Base Salary for twelve (12) monthsthe “Severance Payment”), less all applicable withholdings and deductions, paid in equal installments on payable during the Company’s normal payroll schedule nine-month period following the such termination dateof employment, with the first payment beginning on the Severance Pay Commencement Date (Payment commencing as defined in Section 6.1(c) below), and the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; provided that on the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the cash severance payments that the Company would have paid Executive through such date had the payments commenced on the effective date of termination through the Severance Pay Commencement Date. In addition, during the six (6) month period soon as administratively feasible within 60 days following Executive’s Separation from Servicetermination of employment and the first installment payment including the portion of the Severance Payment that was payable prior to such first payment date; provided, however, if the Executive’s equity will continue employment is terminated under circumstances entitling the Executive to satisfy any applicable time-based vesting conditionseverance under this Section 4(c) within 12 months following a Change in Control (a “CIC Qualifying Termination”), as though Executive remained employed by Company.then the Severance Payment and period to pay the Severance Payment shall be increased to 12 months; (cii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive an annual bonus for the COBRA premiums necessary year of termination equal to continue the Executive’s and target annual bonus opportunity, payable within 60 days following the Executive’s covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) termination of employment, subject to proration based on the termination date until number of days in the earliest of: (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) calendar year that have elapsed prior to the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or of termination; (iii) following the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation termination of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Sectionemployment, the Company shall pay to the Executive (or to the Executive’s family in the event of Executive’s death) on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment monthly basis an amount equal to the COBRA monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 continuation coverage premium for such month, subject at the same level and cost to applicable tax withholding the Executive (such amount, or the “Special Severance Payment”), for Executive’s family in the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive event of Executive’s rights death) as immediately preceding the Executive’s termination of employment, under COBRA the Company group medical plan in which the Executive participated immediately preceding the Executive’s termination of employment, less the amount of the Executive’s portion of such monthly premium as in effect immediately preceding the Executive’s termination of employment, until the earlier of (A) nine months after the Executive’s termination of employment and (B) the Executive and Executive’s family have obtained other substantially similar healthcare coverage; provided, however, if the Executive experiences a CIC Qualifying Termination, then the number of months set forth in clause (A) of this sentence shall be increased to 12 months; For the avoidance of doubt, Executive shall not be entitled to the benefits described in this Section 4(c) for a Termination due to Disability, termination of Executive’s employment for ​ ​ Cause, Executive’s death, or ERISA for benefits under plans and policies arising under termination of Executive’s employment by the Company. Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) or the Change in Control Severance Benefits (defined below) pursuant to 6.2(a) of this Agreement, as applicable, if: (i) Executive executes and does not revoke a separation agreement containing an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”) and the Release is enforceable and effective as provided in the Release on or before the date that is the sixtieth (60th) day following the effective date of termination (such 60th day, the “Severance Pay Commencement Date”); (ii) if Executive holds for any reason other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive complies with Executive’s post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Releasefor Good Reason. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan.