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

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is shall be terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for Good Reason within 12 months following (but not by reason of the Change in Control DateExecutive’s death, then Disability, termination by the Company for Cause or termination by the Executive shall be entitled without Good Reason), then, in addition to the following benefitspayments and benefits described in Section 5(a) (including benefits under stock option agreements), the Company shall: (i) (A) Continue to pay to the vesting schedule of each outstanding option to purchase shares of Common Stock of Executive, in accordance with the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period Company’s regular payroll practice following the Date of Termination shall immediately become exercisable Termination, the Executive’s Annual Base Salary, and shares of Common Stock of continue the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by Executive’s participation in the Company’s health, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free life insurance and retirement plans through twelve months from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination; provided that each payment is intended to constitute a separate payment within the meaning of Code Section 409A and the regulations thereunder; provided, further that in the event that Executive is determined by the Company to be a “specified employee” (as defined in Code Section 409A(2)(B) for a period of six months following the Date of Termination and determined in accordance with Code 416(i) (or the remainder without regard to paragraph (5) thereof)) of the option term if less Company at a time when its stock is deemed to be publicly traded on an established securities market, any payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be made no earlier than six months)the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Code Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule; (ii) If the Company shall Executive otherwise would have been entitled to receive a payment pursuant to the Company’s bonus plan had he been employed on the last day of the Company’s fiscal year, then pay to the Executive in a lump sum in cash within on April 30 days after the Date of Termination the aggregate of the year following amounts: (1) the sum of (A) year in which the Executive's base salary through the Date of Termination’s termination occurs, (B) and in the product of (x) event that the annual bonus paid or payable (including any bonus or portion thereof which Company has been earned but deferred) not received its audited financial statements for the most recently completed fiscal prior year and (y) by April 30 of such year, such bonus shall be paid as soon as practicable thereafter, consistent with the provisions of Code Section 409A, but in no event later than the last day of such following year), the amount of such payment, multiplied by a fraction, fraction the numerator of which is the number of days in the current during such fiscal year through that the Date of Termination, Executive was employed and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")365; and (2iii) the amount equal to (A) the Executive's base salary Continue paid coverage for the six months Executive and any eligible dependents under all Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination plus (B) 50% of through the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months twelfth month after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, permitted thereunder. As of the Company shall timely pay or provide to date that the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible ceases to receive following the Executive's termination of employment coverage under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred group health plan pursuant to as the "Other Benefits"this Section 5(b)(iii); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered eligible to have remained employed elect to receive “COBRA” continuation coverage to the extent permitted by Section 601 et seq. of the Company until 12 Employee Retirement Income Security Act of 1974, as amended, and if such coverage ceases prior to twelve months after from the Date of Termination, the Company shall pay for such COBRA coverage through such twelve month period.

Termination Without Cause or for Good Reason. If If, during the Term of Employment, the Executive's ’s employment with the Company is terminated by the Company without Cause (other than for Cause, Disability and not due to death or deathDisability) or by the Executive for Good Reason within 12 months following the Change Reason, in Control Dateeither case, then the Executive shall be entitled to receive the following benefits: Accrued Benefits and, subject to Section 4.2.4: (i) (A) the vesting schedule of each outstanding option Unpaid Prior Year Bonus, with such amount to purchase be payable in cash and/or fully vested shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, ’s common stock (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase as determined by the Company and (Cin its sole discretion) notwithstanding any provision in any applicable option agreement to at the contrary, each same time as if no such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); termination had occurred; (ii) the Company shall pay to Annual Bonus for the Executive year in which the Termination Date occurs, but multiplied by a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of fraction (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year that have transpired through the Termination Date of Termination, and (B) the denominator of which is 365 and the number of days in such fiscal year (C) to be paid in cash and/or fully vested shares of the amount of any compensation previously deferred Company’s common stock (as determined by the Executive (together with any accrued interest or earnings thereonCompany in its sole discretion) and any accrued vacation pay, in each case to at the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to same time as the "Accrued Obligations"if no such termination had occurred); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms continuation of the appropriate planBase Salary as of the Termination Date for six (6) months following the Termination Date, program, practice or policy, the Company shall continue with all portions of such Base Salary to provide benefits to the Executive and the Executive's family at least be paid in cash in equal to those which would have been provided to them if the Executive's employment had not been terminated, installments in accordance with the applicable Benefit Plans in effect Company’s normal payroll policies, with the first such payment to be made on the Measurement sixtieth (60th) day following the Termination Date or, if more favorable and to include a catch-up covering any payroll dates between the Executive Termination Date and his or her family, in effect generally at any time thereafter with respect to other peer executives the date of the Company first payment, and its affiliated companies(iv) the COBRA Benefit for a period of twelve (12) months following the Termination Date; provided, however, that notwithstanding the foregoing, the COBRA Benefit shall not be provided to the extent that it would result in any fine, penalty or tax on the Company or any of its Affiliates (under Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010, or otherwise); provided further, that the COBRA Benefit shall cease earlier if the Executive becomes reemployed with (or his dependents) become eligible for health coverage under the health plan of another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to employer. All other rights the Executive may have to compensation and his or her family as those being provided by the Company, then employee benefits from the Company or its Affiliates, other than as set forth in this Section 4.2.3, shall no longer be required to provide those particular benefits to immediately terminate upon the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationTermination Date.

Termination Without Cause or for Good Reason. If the Executive's Employee’s employment with by the Company Employer is terminated (x) by the Company (Employer other than for Cause, Disability Cause or death(y) or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control DateEmployer shall pay or provide the Employee with the following, then the Executive shall be entitled subject to the following benefitsprovisions of Section 25 hereof: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Benefits; (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearPro Rata Bonus; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits subject to the Executive Employee’s continued compliance with the obligations in Sections 9, 10 and the Executive's family at least 11 hereof, a sum equal to those which would have been provided to them if (x) the Executive's employment had not been terminated, in accordance with Employee’s monthly Base Salary rate at the applicable Benefit Plans highest rate in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect during the thirty-six (36) month period prior to other peer executives the Termination Date plus (y) 1/12 of the Company and its affiliated companiesTarget Bonus, paid monthly for a period of twenty-four (24) months following such termination; provided, howeverthat if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Company’s Legacy Reserves LP Long-Term Incentive Plan), such 24-month period shall be increased to 36 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the applicable Termination Date; provided, further, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 25 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and his or her family as those being provided by the Company, then the Company shall no longer include payment of any amount that was otherwise scheduled to be required to provide those particular benefits to the Executive and his or her family;paid prior thereto; and (iv) to the extent not previously paid or providedthat the Employee elects COBRA continuation coverage, the Company shall timely will pay or provide to the Executive any other amounts or benefits full cost of the Employee’s COBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be paid provided under applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer or to avoid the imposition of any excise taxes on the Employer or the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Executive is Employee may be eligible to receive following the Executive's termination of employment under any planof the plans, program, policy, practice, contract policies or agreement programs of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as or under the "Other Benefits"); and (v) for purposes Worker Adjustment Retraining Notification Act of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) one multiplied by (B) the sum of (x) the Executive's ’s highest annual base salary for during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's ’s highest annual bonus opportunity under during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If In the event of the Executive's ’s termination of employment with the Company is terminated by the Company (other than for Cause, Disability or deathEmployer without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason within 12 months following the Change pursuant to Section 4(a)(v) (excluding by reason of death or Disability), in Control Date, then the Executive shall be entitled addition to the following benefitspayments and benefits described in Section 5(a) above, the Employer shall, subject to Section 21 and Section 5(c) and subject to the Executive’s execution of a waiver and release of claims agreement in the Employer’s customary form (a “Release”), as of the Release Expiration Date and non-revocation during the revocation period designated in the Release, in accordance with Section 5(e) below: (i) (A) the vesting schedule of each outstanding option Pay to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that an amount equal to twelve (12) months of Annual Base Salary at the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall rate in effect immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject prior to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for , payable in a period of six months single lump sum following the Date of Termination (or Release Expiration Date, assuming the remainder of Release has been executed and not revoked; provided that if the option term if less than six months)review and revocation period applicable to the Release spans two taxable years, such payment shall be paid in the second taxable year; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive were still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company shall performance goals in such year and (B) the ratio of (x) the number of full weeks elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) 52. Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 21, Section 5(c) and Section 5(e), be paid to Executive in accordance with Section 3(b) as if the Executive were still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; and (iii) If the Executive elects to continue coverage under the Employer’s group medical and dental plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Employer will pay to the Executive an amount equal to the premium cost of the Executive’s coverage and that of the Executives eligible dependents under those plans for a period of twelve (12) months (the “Benefit Continuation Period”), at the same rate the Employer contributed to the Executive’s premium cost of coverage on the Termination Date. The Employer will make such premium contributions by direct deposit to the Executive in a single lump sum in cash within 30 days after payment on the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or same date as any amount payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and pursuant to Section 5(b)(i). The Executive must directly pay the Executive's family at least equal full premium costs during the Benefit Continuation Period plus an administrative fee of up to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives 2% of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationpremium costs.

Termination Without Cause or for Good Reason. If 2.1 Other than as set forth in Section 3 below, if, at any time, the Executive's Employee’s employment with the Company is terminated by the Company (other than for Causewithout Cause or due to the Employee’s Disability, Disability or death) or by the Executive Employee for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefitsCompany shall: (ia) (A) continue to pay the vesting schedule Employee his base salary in effect on the date of each outstanding option termination, to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by paid in accordance with the Company’s customary payroll practices as are established or modified from time to time, (B) until the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product earlier of (x) the annual bonus paid date twelve (12) months following the date of termination, or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation; (b) within thirty (30) days following the execution and non-revocation of the Release (as defined below), pay the Employee’s target bonus on the date of termination multiplied by a fraction, the numerator of which is shall equal the number of days in the current Employee was employed by the Company during the Company fiscal year through in which the Date of Termination, termination occurs and the denominator of which is 365 and shall equal 365; (Cc) pay to the amount Employee (i) on the date of termination, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) base salary earned but not paid and any vacation accrued vacation pay, in each case to but not used through the extent not previously paid (the sum date of the amounts described in clauses (A), (B)termination, and (Cii) shall be hereinafter referred within thirty (30) days after the date of termination, any reimbursable business expenses incurred by the Employee through the date of termination pursuant to as any expense reimbursement policies of the "Accrued Obligations")Company then in effect; and (2d) to the extent the Employee and any qualified beneficiary with respect to such Employee elects continuation of health benefit coverage under Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to be eligible for such benefits, the Company shall provide payments to the Employee for such benefits equal to the amount contributed for active employees with similar benefits and similar participating beneficiaries until the earlier of (x) twelve (12) months (or as long as such eligibility for the Employee and each qualified beneficiary continues) from the date such benefits would otherwise end under the applicable plan terms or (y) the amount equal to (A) date the Executive's base salary Employee becomes eligible for the six months prior group health coverage through another employer. 2.2 The payments and benefits to the Date Employee under this Section 2 shall (i) be contingent upon the execution and non-revocation by the Employee of Termination plus a release of claims (Bthe “Release) 50% in favor of the Executive's annual bonus opportunity under Company within sixty (60) days following the Company's bonus plan for date of termination (the most recently completed fiscal year; (iii) for 12 months after the Date of Termination“Release Period”), or such longer period as may in a form that will be provided by the terms Company and substantially identical to the form attached to this Plan as Exhibit A (except for such modifications as the Company may make in its sole discretion to reflect changes in law or the circumstances of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been termination); provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer Release does not become effective during the Release Period, the payments and is eligible to receive benefits described in Sections 2.1(a) and 2.1(d) of this Agreement that commenced following the date of termination shall cease following the Release Period and (ii) constitute the sole remedy of the Employee in the event of a particular type termination of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable the Employee’s employment in the circumstances set forth in this Section 2. 2.3 Notwithstanding anything herein to the Executive and his contrary, all benefits under this Section 2 shall terminate immediately if the Employee, at any time, violates any proprietary information, assignment of inventions agreement, confidentiality, non-competition or her family as those being provided by non-solicitation obligation to the Company, then the Company shall no longer be required to provide those particular benefits or any other continuing obligation to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationCompany.

Termination Without Cause or for Good Reason. If In the Executive's event of the Employee’s termination of employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control Date, then the Executive shall Employee will be entitled to the following benefits: receive (i) (A) in a single lump-sum payment on the vesting schedule of each outstanding option to purchase shares of Common Stock termination date, the aggregate amount of the Company held Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Executive shall Employee’s termination date is March 15, 2017, the Employee will be accelerated so that eligible to receive the number of shares that would otherwise have first become vested during Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the two-year period following termination date (together, the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company“Accrued Obligations”), (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay an amount equal to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) twelve (12) months’ gross Base Salary (calculated based on the Executive's base salary through Employee’s annualized rate in effect on the Date of TerminationEmployee’s termination date), plus (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) Employee’s Target Bonus for the most recently completed fiscal year and in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (y60th) day following the Employee’s termination date, (iii) an amount equal to a fraction, pro rated portion of the numerator of Target Bonus for the year in which is the Employee’s termination occurs (pro rated based on the number of days in the current fiscal calendar year in which the Employee’s termination date occurs through the Date Employee’s termination date) (by way of Terminationillustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination date), and (v) acceleration and vesting in full (and, to the denominator extent applicable, exercisability) of which is 365 and (C) the amount of any compensation previously deferred all outstanding time-based equity awards held by the Executive Employee on the termination date (together but not performance-based awards, which shall continue to vest in accordance with any accrued interest or earnings thereon) and any accrued vacation paytheir terms), in each case subject to the extent not previously paid (conditions herein. It shall be a condition to the sum of Employee’s right to receive and retain the amounts described set forth in sub-clauses (ii) - (v) above that the Employee (A), ) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive complies fully and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance all respects with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment Employee’s obligations under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until Section 12 months after the Date of Terminationherein.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) two multiplied by (B) the sum of (x) the Executive's ’s highest annual base salary for during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's ’s highest annual bonus opportunity under during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 24 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;; and (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive Employee for Good Reason within 12 full calendar months following the Change in Control Date, then the Executive Employee shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) a. the Company shall pay to the Executive Employee either in a lump sum in cash within 30 days after the Date of Termination Termination, or, if the Employee so elects in writing within 15 days after the Date of Termination, in 24 bi-monthly installments, without interest, beginning on the date of the first normal employee payroll of the Company which occurs more than 30 days after the Date of Termination, the aggregate of the following amounts: (1) i. the sum of (A) the Executive's Employee’s annual base salary for the current year through the Date of Termination, Termination and (B) the product of (x) the Employee’s total on target semi-annual bonus paid or payable and annual bonuses for the current fiscal year (including any bonus or portion thereof which has been earned but deferredmerit bonuses and any bonuses under the Company’s 2008 Performance-Based Incentive Plan) for (the most recently completed fiscal year “Target Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and less (C) the amount of any compensation previously deferred by paid for the Executive (together with any accrued interest current year, whether in quarterly bonus payments, or earnings thereon) and any accrued vacation payotherwise, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), ) and (B), and less the amount previously paid in (C) ), shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) ii. the amount equal to sum of (A) the Executive's Employee’s annual base salary for as of the six months prior to date immediately before the Date of Termination plus Termination; and (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan Employee’s Target Bonus for the most recently completed current fiscal year;. (iii) b. for 12 full calendar months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive Employee (other than any benefits under the executive bonus plan, the Company 401(k) Savings Plan, the 2005 Long Term Retention Plan or the 2008 Performance-Based Incentive Plan) and the Executive's Employee’s family at least equal to those which would have been provided to them if the Executive's Employee’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive Employee and his or her family, in effect generally at any time thereafter with respect to other peer executives employees of the Company and its affiliated companiesCompany; provided, however, that if the Executive Employee becomes reemployed with another employer and is eligible to receive a particular type of comparable life, medical, dental, health, and accident or disability insurance benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive Employee and his or her family as those being provided by the Companyfamily, then the Company benefits described in this clause (ii) shall no longer be required to provide those particular benefits reduced to the Executive extent such other benefits are available to the Employee and his or her family; (iv) c. to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive following the Executive's Employee’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and; (v) for purposes d. The Company shall pay the commercially reasonable fees of determining eligibility (but not one executive outplacement firm’s services provided to the time of commencement of benefits) of the Executive for retiree benefits Employee, such firm to which the Executive is entitled, the Executive shall be considered to have remained employed chosen by the Company until 12 months Employee, not to exceed $10,000. e. Any outstanding stock options granted to the Employee pursuant to the Company’s Amended and Restated 1993 Stock Incentive Plan or the Company’s 2003 Stock Option Plan, and any outstanding stock options granted to the Employee after the Effective Date and prior to a Change in Control, shall immediately vest upon the Date of Termination. f. Notwithstanding any provision of this Agreement, (A) awards (“LTRP Awards”) that have been granted to the Employee under the Company’s 2005 Long Term Retention Plan (the “LTRP”) that have not been paid in accordance with the terms of the LTRP shall not be considered Accrued Obligations, Target Bonus or benefits to be provided in accordance with Benefit Plans for purposes of determining amounts to be paid under this Section 4.1(a) or Section 4.1(b) and (B) LTRP Awards are Other Benefits that will be paid or not paid, as the case may be, in accordance with the terms of the LTRP.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation or compensatory time off pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) two and one-half multiplied by (B) the sum of (x) the Executive's highest annual base salary for from the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under from the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 30 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive outplacement assistance commensurate with the Executive's position as well as any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 30 months after the Date of Termination.

Termination Without Cause or for Good Reason. If during the Term the Company terminates Executive's employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or by the Executive for terminates his employment with Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefitsreceive: (ia) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in not have closed on a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid financing or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months financings prior to the Date of Termination plus (B) 50% first anniversary of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; Effective Date (iii) for 12 months after the Date of Terminationincluding, or such longer period as may be provided by the terms of the appropriate planwithout limitation, programa public offering), practice or policy, in which the Company shall continue to provide benefits to the Executive and the Executive's family have received proceeds of at least equal to those which would have been provided to them if $3,000,000 in the Executive's employment had not been terminatedaggregate, in accordance with a pro rata portion of his Base Salary and Benefits through the applicable Benefit Plans in effect on the Measurement Termination Date or, if more favorable to the Executive and his or her family, in effect generally at no other payment of any time thereafter with respect to other peer executives of the Company and its affiliated companieskind; provided, however, that that, if the Executive becomes reemployed with another employer and Company's available cash is eligible below $750,000 as of the Termination Date, or the Company's other officers are placed on reduced salary, the Board of Directors shall have the right not to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable make the salary payment to the Executive and his or her family such salary payment shall be accrued and shall be paid in a lump sum payment at such time as those being provided by the Company, then 's available cash exceeds $1,250,000; (b) if the Company shall no longer be required to provide those particular benefits have closed on a financing or financings prior to the first anniversary of the Effective Date (including, without limitation, a public offering), in which the Company shall have received proceeds of at least $3,000,000 in the aggregate but less than $5,000,000 in the aggregate, (i) a pro rata portion of his Base Salary and Benefits through the Termination Date plus (ii) an accruing right to receive his Base Salary and Benefits during the remainder of the Term; provided that the amounts accrued pursuant to this clause (ii) shall only be payable to Executive if the Company closes on a financing or financing during the Term in which the Company shall have received proceeds of at least $5,000,000 in the aggregate, and his or her familyonly paid at the time such payments would otherwise have been made had Executive's employment not been terminated; (ivc) to the extent not previously paid or provided, if the Company shall timely pay have closed on a financing or provide financings prior to the Executive any other amounts or benefits required to be paid or provided or first anniversary of the Effective Date (including, without limitation, a public offering), in which the Executive is eligible to receive following Company shall have received proceeds of at least $5,000,000 in the Executive's termination aggregate but less than $15,000,000 in the aggregate, (i) a pro rata portion of employment under any plan, program, policy, practice, contract or agreement his Base Salary and Benefits through the Termination Date plus (ii) continued payments of his then current Base Salary and Benefits for the remainder of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")Term; and (vd) for purposes of determining eligibility (but not if the time of commencement of benefits) Company shall have closed on a financing or financings prior to the first anniversary of the Executive for retiree benefits to Effective Date (including, without limitation, a public offering), in which the Executive is entitledCompany shall have received proceeds of at least $15,000,000 in the aggregate, (i) a pro rata portion of his Base Salary and Benefits through the Executive shall Termination Date plus (ii) continued payments of his then current Base Salary and Benefits for the period ending on the third anniversary of the Effective Date. Any such payments will be considered made in accordance with the Company's normal payroll practices in existence immediately prior to have remained employed by the Company until 12 months after the Date of TerminationTermination Date.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason Reason, in each such case either (x) within 12 months following the Change in Control DateDate or (y) during a Potential Change in Control Period, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s earned but unpaid base salary through the Date of Termination, (B) the product of (x) the annual Executive’s bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) under the Company’s Executive Bonus Plan for the most recently completed fiscal calendar year in which (I) the Change in Control Date occurred (in the event of the applicability of Section 4.2(x)), (II) the Potential Change in Control Period commenced (in the event of the applicability of Section 4.2(y)) or (III) the Date of Termination occurred (in each case, assuming for this purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings were met and/or satisfied in full, whether or not such targets were actually met and/or satisfied), whichever such bonus is greater, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously earned and deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payExecutive, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to the sum of (A) the Executive's ’s annual base salary for the six months prior to calendar year in which (I) the Change in Control Date occurred (in the event of the applicability of Section 4.2(x)), (II) the Potential Change in Control Period commenced (in the event of the applicability of Section 4.2(y)) or (III) the Date of Termination plus occurred, whichever annual base salary is greater, and (B) 50% of the Executive's annual ’s bonus opportunity under the Company's bonus plan ’s Executive Bonus Plan for the most recently completed fiscal yearcalendar year in which (I) the Change in Control Date occurred (in the event of the applicability of Section 4.2(x)), (II) the Potential Change in Control Period commenced (in the event of the applicability of Section 4.2(y)) or (III) the Date of Termination occurred (in each case, assuming for this purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings were met and/or satisfied in full, whether or not such targets were actually met and/or satisfied), whichever such bonus is greater; (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and (b) each outstanding restricted stock award granted to the Executive subsequent to the Change in Control Date or commencement of the Potential Change in Control Period shall be deemed fully vested and no longer subject to a right of repurchase by the Company; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect (I) on the Measurement Date or, if more favorable to (in the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives event of the Company and its affiliated companiesapplicability of Section 4.2(x)) or (II) upon the commencement of the Potential Change in Control Period (in the event of the applicability of Section 4.2(y)); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If If, prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive's ’s employment with the Company is terminated by the Company hereunder without Cause (other than for Causea termination by reason of death or Disability), Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Dateand Section 5.4.3 does not apply, then the Company shall pay or provide the Executive shall be entitled the Amounts and Benefits and, subject to the following benefitsSection 5.4.8: (i) Subject to Section 9.9.2, an amount equal to the sum of (Ax) the vesting schedule of each outstanding option to purchase shares of Common Stock balance of the Company held by Base Salary due under this Agreement or one and one half times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), whichever is the greater, plus (y) an amount equal to one and one half times the average of the Target Bonus the Executive shall be accelerated so that received from the number of shares that would otherwise have first become vested Company for all fiscal years completed during the two-year Term, with the aggregate amount due paid in equal installments on the Company’s normal payroll dates for a period following of 12 months from the Date of Termination shall immediately become exercisable and shares in accordance with the normal payroll practices of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, with each such option shall continue payment deemed to be exercisable by a separate payment for the Executive purposes of Code Section 409A (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six monthsas defined below); (ii) in the Company shall pay to event such resignation or termination occurs following the Executive in Company’s first fiscal quarter of any year, a lump sum in cash within 30 days after the Date of Termination the aggregate pro rata portion of the following amounts: (1) Executive’s Target Bonus for the sum of (A) fiscal year in which the Executive's base salary through ’s termination occurs based on actual results for such year (determined by multiplying the Date amount of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof such Target Bonus which has been earned but deferred) would be due for the most recently completed full fiscal year and (y) year, as determined in good faith by the Board, by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A365), paid in accordance with Section 2.2 (B)including payment timing, and (C) shall be hereinafter referred to as the "Accrued Obligations"“Pro Rata Bonus”); and (2iii) the amount equal to (A) the Executive's base salary continuation of all benefits for the six 24 months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after from the Date of Termination. In addition, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policysubject to Section 5.4.8, the Company shall continue vesting of all unvested stock options and restricted stock previously granted to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered accelerated by 12 months, and any such stock options, notwithstanding any provision to have remained employed by the Company until contrary in the option or the plan pursuant to which the option was granted, shall remain exercisable for a period of 12 months after following the Date of Termination.

Termination Without Cause or for Good Reason. If If, prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive's ’s employment with the Company is terminated by the Company hereunder without Cause (other than for Causea termination by reason of death or Disability), Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Dateand Section 5.4.3 does not apply, then the Company shall pay or provide the Executive shall be entitled the Amounts and Benefits and, subject to the following benefitsSection 5.4.8: (i) Subject to Section 9.9.2, an amount equal to the sum of (Ax) the vesting schedule of each outstanding option to purchase shares of Common Stock balance of the Company held by Base Salary due under this Agreement or one and one half times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), whichever is the greater, plus (y) an amount equal to one and one half times the average of the Incentive Bonus the Executive shall be accelerated so that received from the number of shares that would otherwise have first become vested Company for all fiscal years completed during the two-year Term, with the aggregate amount due paid in equal installments on the Company’s normal payroll dates for a period following of 12 months from the Date of Termination shall immediately become exercisable and shares in accordance with the normal payroll practices of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, with each such option shall continue payment deemed to be exercisable by a separate payment for the Executive purposes of Code Section 409A (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six monthsas defined below); (ii) in the Company shall pay to event such resignation or termination occurs following the Executive in Company’s first fiscal quarter of any year, a lump sum in cash within 30 days after the Date of Termination the aggregate pro rata portion of the following amounts: (1) Executive’s Incentive Bonus for the sum of (A) fiscal year in which the Executive's base salary through ’s termination occurs based on actual results for such year (determined by multiplying the Date amount of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof such Incentive Bonus which has been earned but deferred) would be due for the most recently completed full fiscal year and (y) year, as determined in good faith by the Board, by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A365), (B)paid in accordance with, and at the times specified in, Section 2.2 (C) shall be hereinafter referred to as the "Accrued Obligations"“Pro Rata Bonus”); and (2iii) the amount equal to (A) the Executive's base salary continuation of all benefits for the six 24 months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after from the Date of Termination. In addition, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policysubject to Section 5.4.8, the Company shall continue vesting of all unvested stock options and restricted stock previously granted to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered accelerated by 12 months, and any such stock options, notwithstanding any provision to have remained employed by the Company until contrary in the option or the plan pursuant to which the option was granted, shall remain exercisable for a period of 12 months after following the Date of Termination.

Termination Without Cause or for Good Reason. If the The Company may terminate Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the without Cause and Executive may terminate his employment for Good Reason within 12 months following (as defined below), in each case upon thirty (30) days prior written notice. In the Change in Control Dateevent that, then during the Term, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following benefitsin lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company within ten (10) business days: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Amounts; (ii) the Company shall pay to the Executive in a lump sum in cash severance payment, within 30 days after the Date of Termination the aggregate of the following amounts: ten (110) business days, equal to the sum of (A) the Executive's base salary through Base Salary for the Date balance of Terminationthe Term measured from the date of termination of employment pursuant to this Section 4(b) to the expiration date of the Term, and (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the an amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearyear immediately preceding such termination; (iii) continued coverage for 12 a period of twelve (12) months after commencing on the Date date of Terminationtermination (A) for Executive (and his eligible dependents, or if any) under the Company's health plans on the same basis as such longer period as may be provided coverage is made available to executives employed by the terms of the appropriate planCompany (including, programwithout limitation, practice or policyco-pays, the deductibles and other required payments and limitations) and (B) under any Company shall continue to provide benefits life insurance plan in which Executive was participating immediately prior to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives date of the Company and its affiliated companiestermination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) full vesting of all options and shares of restricted stock previously granted to Executive, with all outstanding options remaining exercisable for their originally scheduled respective terms (other than any incentive stock options granted to Executive prior to the extent date hereof that do not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (for such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"continued exercisability in accordance with their terms); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (Ax) the Executive's highest annual base salary for while employed by the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under while employed by the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If (i) In the Executive's employment with the Company is terminated event of a Termination of Employment by the Company (other than for Cause, Disability without Cause or death) or a Termination of Employment by the Executive Xxxxxx for Good Reason within 12 months following Reason, the Change in Control Date, then Company shall pay or provide to Xxxxxx the Executive shall be entitled to the following benefitsfollowing: (i) (A) all Accrued Obligations in a lump sum within thirty (30) days after the vesting schedule date of each outstanding option to purchase shares Termination of Common Stock Employment; (B) any benefits accrued by Xxxxxx as of the date of Termination of Employment under any qualified retirement plan of the Company held by to such extent, in such manner and at such time as are provided under the Executive shall be accelerated so that the number terms of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and plan; (C) notwithstanding any provision subject to applicable withholding, (i) twelve (12) months (the “Continuation Period”) of Base Salary in any applicable option agreement to accordance with the contraryCompany’s regular payroll practices, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); and (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the pro rata amount of any compensation previously deferred by bonus payable to Xxxxxx under Section 2.2 accrued as of Xxxxxx’ Termination of Employment but not yet paid, to the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payextent, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), such manner and (C) shall be hereinafter referred to at such time as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity are provided under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate bonus plan, programor, practice if no bonus plan exists, then as, when and if paid according to the Company’s regular practices; (D) continuation of all health and welfare benefits coverage of Xxxxxx provided under the Company’s benefit plans or policypolicies (or, if continued coverage is barred under such plans, the Company shall provide to Xxxxxx substantially similar benefits) for the Continuation Period; (E) the Company shall continue to provide benefits office space to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any Xxxxxx for a reasonable period of time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive during Xxxxxx’ transition following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")termination; and (vii) for purposes of determining eligibility (but not If Xxxxxx obtains other employment during the time of commencement of benefits) Continuation Period, Xxxxxx shall promptly notify the Company thereof and of the Executive aggregate gross compensation payable to Xxxxxx in respect of such other employment during the Continuation Period. The Company shall have the right to deduct, dollar for retiree benefits to which dollar, from the Executive is entitled, the Executive shall be considered to have remained employed amount payable by the Company until 12 months after to Xxxxxx the Date gross aggregate amount of Terminationcompensation Xxxxxx receives from such other employment during the Continuation Period, and the Company will also have the right to terminate any benefit or payment in lieu of a benefit then being provided pursuant to clause (D) above if a comparable benefit is offered by the new employer. (iii) Notwithstanding any provision herein to the contrary, Xxxxxx’ entitlement to the benefits described in Section 4.3(b)(i)(C) through (D) shall be conditioned on Xxxxxx’ execution of an effective release of claims (the “Release”), substantially in the form attached hereto as Exhibit A.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (Ax) the Executive's highest annual base salary for while employed by the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under while employed by the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the -------- Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's earned but unpaid base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously earned and deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payExecutive, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued ObligationsACCRUED OBLIGATIONS"); and (2) the amount equal to the sum of (A) the Executive's annual base salary for the six months prior to calendar year in which the Change in Control Date or the Date of Termination plus occurred, whichever annual base salary is greater, and (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan Executive Bonus Plan for the most recently completed fiscal year;calendar year in which the Change in Control Date or the Date of Termination occurred (in each case, assuming for this purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings were met and/or satisfied in full, whether or not such targets were actually met and/or satisfied), whichever such bonus is greater. (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and (b) each outstanding restricted stock award granted to the Executive subsequent to the Change in Control Date shall be deemed to be fully vested and no longer subject to a right of repurchase by the Company. (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, -------- that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other BenefitsOTHER BENEFITS"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If In the Executive's employment with event that: (a) the Company is terminated by the Company (terminates for any reason other than for Cause, Disability ; or death(b) Employee resigns or by the Executive terminates for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: in any such event: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by shall pay to Employee any payments and benefits hereunder that are accrued and unpaid up to, and shall reimburse Employee for any expenses incurred pursuant to paragraph 3.5 hereof prior to, the Executive shall be accelerated so that the number date of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions termination or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); expiration; (ii) the Company shall pay to the Executive in Employee within twenty business days after termination or expiration of his employment, a lump sum in cash within 30 days after equal to the Date greater of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid two or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days full years remaining in the current fiscal year through the Date of Termination, Term multiplied by Employee’s Base Salary and the denominator of which is 365 and (C) the amount of any incentive compensation previously deferred by the Executive (together determined in accordance with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary Paragraph 3.2 for the six months prior to year preceding the Date date of Termination plus (B) 50% termination of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; employment; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits pay to the Executive and Employee prior to March 31 of the Executive's family at least equal to those which year following termination, the incentive compensation for Employee would have earned as provided in Paragraph 3.2 hereof if he had been provided to them if an Employee on December 31 of the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect year of termination; (iv) all restrictions on the Measurement Date or, if more favorable Initial Grant of Restricted Stock and any Restricted Stock subsequently granted under paragraph 3.3(c) shall lapse; (v) Employee shall be issued that number of shares of common stock of HME having no restrictions as shall equal the number of shares of restricted stock to be issued under paragraph 3.3(c) that have not yet been issued as of the date of termination; (vi) all options previously issued to the Executive Employee under paragraph 3.3(b) shall vest; and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefitsvii) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits pay to the Executive and his or her family; (iv) Employee the value of the stock option grants that would otherwise have been awarded to Employee under the extent not previously paid or provided, Agreement but for the Company shall timely pay or provide to termination with the Executive any other amounts or benefits required value to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement determined as of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes date of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationtermination utilizing a reasonable methodology.

Termination Without Cause or for Good Reason. If In the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability event of a Termination -------------------------------------------- Without Cause or death) or by the Executive Termination for Good Reason within 12 months following Reason, to the Change in Control Datemaximum extent permitted by law, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become fully vested during the two-year period following the Date of Termination shall immediately become exercisable under all plans and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase programs sponsored by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by Executive shall receive the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amountsfollowing: (1a) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months Immediately after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits a lump-sum amount in immediately available funds equal to the Executive and the sum of Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminatedAccrued Base Salary, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive Accrued Annual Bonus and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familyProrate Annual Bonus; (ivb) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months Immediately after the Date of Termination, a lump-sum amount in immediately available funds equal to the product of the number of whole and fractional years included in the Severance Period multiplied by Executive's Annualized Total Compensation; (c) Immediately after the Date of Termination, a lump-sum amount in immediately available funds equal to the total amount (if any) of Executive's unvested benefits under any plan or program sponsored by the Company which is forfeited on account of Executive's employment being terminated. (d) The continuation of the benefits (or, if such benefits are not available, the after-tax economic equivalent thereof) specified in Sections 6.1, 6.2 and 6.3 to which Executive is entitled as of the Date of Termination for the entire duration of the Severance Period or, at the election of Executive, an immediate lump-sum cash payment equal to the value of such benefits; provided that with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premium expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits. (e) Immediately after the Date of Termination, a lump-sum amount in immediately available funds of any amount then payable to Executive pursuant to Section 6.7; and (f) For a period of twelve (12) months from the Date of Termination, but no later than the point at which the Executive is employed on a substantively full time basis, Outplacement Services.

Termination Without Cause or for Good Reason. If 2.1 Other than as set forth in Section 3 below, if, at any time, the Executive's Employee’s employment with the Company is terminated by the Company (other than for Causewithout Cause or due to the Employee’s Disability, Disability or death) or by the Executive Employee for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefitsCompany shall: (ia) (A) continue to pay the vesting schedule Employee his base salary in effect on the date of each outstanding option termination, to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by paid in accordance with the Company’s customary payroll practices as are established or modified from time to time, (B) until the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product earlier of (x) the annual bonus paid date twelve (12) months following the date of termination, or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation; (b) within thirty (30) days following the execution and non-revocation of the Release (as defined below), pay the Employee’s target bonus on the date of termination multiplied by a fraction, the numerator of which is shall equal the number of days in the current Employee was employed by the Company during the Company fiscal year through in which the Date of Termination, termination occurs and the denominator of which is 365 and shall equal 365; (Cc) pay to the amount Employee (i) on the date of termination, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) base salary earned but not paid and any vacation accrued vacation pay, in each case to but not used through the extent not previously paid (the sum date of the amounts described in clauses (A), (B)termination, and (Cii) shall be hereinafter referred within thirty (30) days after the date of termination, any reimbursable business expenses incurred by the Employee through the date of termination pursuant to as any expense reimbursement policies of the "Accrued Obligations")Company then in effect; and (2d) to the extent the Employee and any qualified beneficiary with respect to such Employee elects continuation of health benefit coverage under Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to be eligible for such benefits, the Company shall provide payments to the Employee for such benefits equal to the amount contributed for active employees with similar benefits and similar participating beneficiaries until the earlier of (x) twelve (12) months (or as long as such eligibility for the Employee and each qualified beneficiary continues) from the date such benefits would otherwise end under the applicable plan terms or (y) the amount equal to (A) date the Executive's base salary Employee becomes eligible for the six months prior group health coverage through another employer. 2.2 The payments and benefits to the Date Employee under this Section 2 shall (i) be contingent upon the execution and non-revocation by the Employee of Termination plus a release of claims (Bthe “Release”) 50% in favor of the Executive's annual bonus opportunity under Company within sixty (60) days following the Company's bonus plan for date of termination (the most recently completed fiscal year; (iii) for 12 months after the Date of Termination“Release Period”), or such longer period as may in a form that will be provided by the terms Company and substantially identical to the form attached to this Plan as Exhibit A (except for such modifications as the Company may make in its sole discretion to reflect changes in law or the circumstances of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been termination); provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer Release does not become effective during the Release Period, the payments and is eligible to receive benefits described in Sections 2.1(a) and 2.1(d) of this Agreement that commenced following the date of termination shall cease following the Release Period and (ii) constitute the sole remedy of the Employee in the event of a particular type termination of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable the Employee’s employment in the circumstances set forth in this Section 2. 2.3 Notwithstanding anything herein to the Executive and his contrary, all benefits under this Section 2 shall terminate immediately if the Employee, at any time, violates any proprietary information, assignment of inventions agreement, confidentiality, non-competition or her family as those being provided by non-solicitation obligation to the Company, then the Company shall no longer be required to provide those particular benefits or any other continuing obligation to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationCompany.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, the Change in Control DateFMV Stock Option, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Premium Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions Option and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company Super-Premium Stock Option shall each vest and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was become exercisable on the Date of Termination) for a period Termination with respect to 33% of six months following the Shares covered respectively thereby that have not previously vested and become exercisable as of such date. Subject to Section 7 of this Agreement, the portion of the Stock Option that is or becomes exercisable on the Date of Termination may be exercised at any time through the earlier of (or i) the remainder six (6) month anniversary of the option term if less than six months); Date of Termination and (ii) the Company last day of the Option Period, and after which such portion shall pay (except to the Executive extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of or within twelve (12) months following a lump sum in cash within 30 days after Change of Control, the entire Stock Option shall become vested and exercisable immediately and, subject to Section 7 of this Agreement, may be exercised at any time through the earlier of (a) the six (6) month anniversary of the Date of Termination and (b) the aggregate last day of the following amounts: Option Period, after which such portion shall (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case except to the extent not previously paid (the sum otherwise provided in Section 10 below) expire. For purposes of the amounts described in clauses (Athis Section 4(b), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract will be deemed to be “in anticipation of” a Change of Control if such termination (or agreement of the Company and its affiliated companies (Good Reason event giving rise to such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vtermination) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed done by the Company until 12 months after or any Subsidiary or Affiliate with the Date principal purpose of Terminationavoiding or evading its compensation obligations that would arise upon a termination following a Change of Control.

Termination Without Cause or for Good Reason. (i) If the Executive's ’s employment with by the Company is terminated by the Company other than for Cause (other than a termination for Cause, Disability or due to the Executive’s death) or by the Executive for Good Reason within 12 months following Reason, the Change in Control DateCompany shall pay or provide the Executive with the Accrued Amounts. In addition, then upon such termination, the Buy-Out Restricted Stock Awards shall fully vest and all restrictions thereon shall lapse, and the Executive shall be entitled to the following benefits: Supplemental Pension benefit accrued through the date of termination as provided in Section 6(b), above (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) including additional credit for a period of six months following the Date of Termination (or the remainder of the option term if less than six monthsSupplemental Pension service as provided therein);. (ii) the Company shall pay to Upon such termination, the Executive shall also be entitled to severance and any welfare benefit continuation provided in a lump sum accordance with any applicable Company plan, but in cash within 30 days after the Date of Termination the aggregate of the following amounts: no event less than (1i) two (2) times the sum of (A) the Executive's base salary through the Date of Termination’s Base Salary, plus (B) his then-current target bonus amount; (ii) subject to the product Executive’s continued co-payment of premiums, continued participation for two (x2) years in all health and welfare plans which cover the annual bonus paid or payable Executive (including any bonus or portion thereof which has been earned but deferredand eligible dependents) upon the same terms and conditions (except for the most recently completed fiscal year requirements of the Executive’s continued employment) in effect for active employees of the Company; and (yiii) a pro-rata portion of the Executive’s bonus for the performance year in which the Executive’s termination occurs, payable at the time that annual bonuses are paid to other senior executives, (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days in during the current fiscal performance year through of termination that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 and 365) (C) the amount “Pro Rata Bonus”). In the event that the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular health or welfare plan, such continuation of any compensation previously deferred coverage by the Executive Company for such similar or improved benefit under such plan under this subsection shall immediately cease, provided that in no event shall any COBRA (together with any accrued interest or earnings thereonCOBRA-equivalent) and any accrued vacation pay, in each case benefits or retiree benefits cease but they shall become secondary to the extent permitted by law (or suspended in the case of COBRA or COBRA-equivalent benefits) while such other benefits are in effect. To the extent such coverage cannot previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity provided under the Company's bonus plan ’s health or welfare plans without jeopardizing the tax status of such plans, for the most recently completed fiscal year; underwriting reasons (iiie.g., disability benefits) for 12 months after the Date of Termination, or such longer period as may be provided by the terms because of the appropriate plan, program, practice or policytax impact on the Executive, the Company shall continue to provide benefits pay the Executive an amount equal to the Executive and value thereof; provided that the Executive's family at least equal to those which would have been provided to them “value” of benefits, if insured benefits, shall be the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect present value (based on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives two (2)-year U.S. Treasury rates as of the Company date of termination) of premiums expected for coverage, and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health not insurance benefits) from such employer on terms at least as favorable to , shall be the Executive and his or her family as those being provided by present value of the Companyexpected net cost (i.e., then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (ivgross cost less any active employee premiums) to the extent not previously paid or provided, Company to provide such benefits. The continuation of health benefits under this subsection shall reduce and count against the Executive’s rights under COBRA. Any termination by the Company shall timely pay other than for Cause (other than a termination for Disability or provide due to the Executive any other amounts Executive’s death) or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of by the Executive for retiree Good Reason will be treated as a “layoff” under Company layoff plans that are applicable to senior executives (with severance and benefits payable as provided in this Section 8(d)). Provided, this Section 8(d)(ii) shall not apply to which the Executive is entitled, the Executive shall be considered to have remained employed any termination of Executive’s employment by the Company until 12 months or by the Executive at or after the Date of TerminationExecutive has attained age 62.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's earned but unpaid base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously earned and deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payExecutive, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued ObligationsACCRUED OBLIGATIONS"); and (2) the amount equal to the sum of (A) the Executive's annual base salary for the six months prior to calendar year in which the Change in Control Date or the Date of Termination plus occurred, whichever annual base salary is greater, and (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan ' s Executive Bonus Plan for the most recently completed fiscal year;calendar year in which the Change in Control Date or the Date of Termination occurred (in each case, assuming for this purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings were met and/or satisfied in full, whether or not such targets were actually met and/or satisfied), whichever such bonus is greater. (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and (b) each outstanding restricted stock award granted to the Executive subsequent to the Change in Control Date shall be deemed to be fully vested and no longer subject to a right of repurchase by the Company. (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, -------- that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other BenefitsOTHER BENEFITS"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of Company shall terminate the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, Employee’s employment without Cause as set forth in Section 7(b) or (B) the vesting schedule of Employee shall terminate the Employee’s employment for Good Reason as set forth in Section 7(c), in each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions case, during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by Employment Period, the Company shall pay or provide to The Employee: (A) any accrued and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following unpaid Base Salary and vacation earned through the Date of Termination (or including any pay in lieu of notice), which shall be paid on the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days tenth day after the Date of Termination (or, if such day is not a business day, the aggregate next business day after such day); plus (B) as liquidated damages in respect of claims based on provisions of this Agreement and provided that the Employee executes and delivers (and does not revoke) a general release of all claims in the form attached as Exhibit A hereto within 60 days following the Date of Termination: (I) six months’ Base Salary which shall be paid in periodic installments on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of the 60th day following amounts: the Date of Termination; plus (1II) if the sum applicable performance targets have been achieved in accordance with the Bonus Plan for the year of termination (as determined by the Board (or applicable committee thereof) following the end of such year), a prorated bonus under the Bonus Plan for the year of termination in an amount equal to (A) the Executive's base salary through bonus The Employee would have otherwise received under the Date Bonus Plan for the year of Terminationtermination, multiplied by (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in The Employee was employed by the current fiscal Company during such calendar year through the Date of Termination, and the denominator of which is 365 and 365, payable in accordance with the Bonus Plan; plus (CIII) full vesting of all equity awards (other than any awards subject to performance-based vesting), including, without limitation, the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereonRestricted Stock Units granted pursuant to Section 4(b) and any accrued vacation payabove, in each case case, to the extent not previously paid yet vested (the sum of the amounts described in clauses collectively, Section 7(f)(i)(B)(I) through (AIII), (Bthe “Severance”), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, then, subject to Section 7 of this Agreement, the Change in Control Date, then Stock Option may be exercised at any time through the Executive shall be entitled to the following benefits: earlier of (i) the six (A6) the vesting schedule month anniversary of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock (ii) the last day of the Company received upon exercise Option Period, and after which the Stock Option shall (except to the extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of any vested options will no longer be or within twelve (12) months following a Change of Control, then, subject to a right Section 7 of repurchase by this Agreement, the Company, Stock Option or any portion thereof may be exercised at any time through the earlier of (Ba) the vesting schedule twelve (12) month anniversary of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination and (b) the last day of the Option Period, after which the Stock Option shall immediately become free from conditions (except to the extent otherwise provided in Section 10 below) expire. For purposes of this Section 4(b), a termination of employment will be deemed to be “in anticipation of” a Change of Control if such termination (or restrictions and the aggregate number of shares free from conditions or restrictions under Good Reason event giving rise to such award will no longer be subject to a right of repurchase termination) is done by the Company and (C) notwithstanding or any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (Subsidiary or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance Affiliate with the applicable Benefit Plans in effect on the Measurement Date orprincipal purpose of avoiding or evading its compensation obligations that would arise upon a termination following a Change of Control. Further, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitledthis Agreement, the Executive shall be considered terms “Initial Investors” and “Initial Investors and their affiliates” as used in the Plan and in this Agreement (as applicable), including, without limitation, as applied to have remained employed by the Company until 12 months after “Change of Control” definition under the Date of TerminationPlan, is hereby modified so that such terms are understood to include only Oaktree Capital Management, L.P. and its Affiliates and to exclude Apollo Management VII, L.P. and its Affiliates.

Termination Without Cause or for Good Reason. If (A) Subject to the Executive's employment with provisions of Section 8(b) below and subject to reduction to take into account any payments pursuant to (B) below, if prior to the Company Expiration Date of this Agreement or prior to its termination pursuant to Sections 7(a)- 7(d) or 7(f) hereof, this Agreement is terminated by the Company (other than for Causepursuant to Section 7(e) above, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled receive within five (5) business days of the date of satisfaction of the provisions of Section 8(b) the following: (w) an amount equal to the following benefits: (i) (A) the vesting schedule balance of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that Executive's then annual Base Salary which would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or been paid over the remainder of the option term if less than six months); (ii) the Company shall pay of this Agreement pursuant to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of TerminationSection 4 hereof, (B) the product of (x) the annual bonus paid "Expiration Payment", as such term is defined in subsection 8(c) below, calculated as of the date of termination;(y) immediately be vested in all stock options not otherwise already vested; and (z) continue to receive all benefits or payable (including any bonus or portion thereof which has been earned but deferred) additional amounts described in Section 5 hereof, for the most recently completed fiscal year period between the termination date and the Expiration Date. (B) Solely in the event the conditions of Section 8(b) have not been satisfied, Executive shall receive: (w) his current Base Salary through the remainder of the term of this Agreement, (x)the Expiration Payment calculated as of the date of termination; (y) a fraction, the numerator of which is the number of days immediate vesting in the current fiscal year through the Date of Termination, and the denominator of which is 365 all stock options not otherwise already vested; and (Cz) the amount of any compensation previously deferred by the Executive (together with any accrued interest all benefits or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the additional amounts described in clauses (A)Section 5 hereof, (B), for the period between the termination date and (Cthe Expiration Date. All payments pursuant to this subsection 8(a)(iv)(B) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or made when such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which payments would have otherwise been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment due under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationthis Agreement.

Termination Without Cause or for Good Reason. If In the event the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or is terminated by the Executive for Good Reason Reason, the Executive shall be entitled to receive within 12 thirty (30) days following termination (i) all compensation and benefits accrued to the Date of Termination, (ii) a lump sum amount equal to the Applicable Base Salary which would otherwise be paid through the end of the Term (calculated, if such termination occurs during the Extended Duties Term, as though the Extended Duties Term lasts through the end of the Term), and (iii) target Bonus for the year of termination (calculated as if the Executive had remained in employment through the end of the applicable Bonus Year) pro-rated to reflect the number of days of employment during the year. In addition, (i) the Executive shall be entitled to a retirement benefit commencing on the earlier of (A) the Retirement Benefit Commencement Date, or (B) the date that is six (6) months following the Change date the Executive "separates from service" (as defined for purposes of Section 409A of the Code), in Control Datean amount equal to the Normal Retirement Benefit (without actuarial adjustment on account of accelerated commencement), then (ii) the Executive and his Spouse shall be entitled to the immediate commencement of the Insurance Benefits, (iii) any unvested (or unexercisable) stock options or unvested shares of restricted stock shall become immediately vested (and exercisable), (iv) all stock options, including the Options, shall continue to be exercisable for the remainder of their original term, and (v) the Executive shall be entitled to the following benefits: (ibenefits described in Section 6(c) (Aand Section 7(b) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) above for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationTerm.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) . the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) . the amount equal to (A) one multiplied by (B) the sum of (x) the Executive's highest annual base salary for during the six months three-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under during the Company's bonus plan for three-year period prior to the most recently completed fiscal year;Change in Control Date. (iiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (ivii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full; (ii) each vested option (including any options vesting as a result of acceleration) to purchase shares of common stock of the Company shall be accelerated so that exercisable by the number Executive until the earlier of shares that would otherwise have first become vested during the two-year period following second anniversary of the Date of Termination shall immediately become exercisable and or the expiration of the original term of such option, subject to any contrary treatment provided in connection with the Change in Control Event that is consistent with the Company's equity award plans or such other plan that covers the options; (iii) all shares of restricted Common Stock of the Company received upon exercise or restricted stock units of any vested options will no longer be subject to a right of repurchase the Company held by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination Executive shall immediately become free from conditions or restrictions vest in full; (iv) provided the Executive executes, delivers and the aggregate number does not revoke a comprehensive release of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase claims in form and substance as provided by the Company and (Cthe “Release”) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive which Release must become irrevocable within sixty (to the extent such option was exercisable on the Date of Termination60) for a period of six months days following the Date of Termination (or such shorter period as the remainder Company may provide) and provided that, to the extent necessary to comply with Section 409A, the Change in Control Event also constitutes a change in the ownership or effective control of the option term if less than six monthsCompany, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v); , (iivi) and (vii), and subject to Section 8.8 hereof, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination, (B) an amount equal to the product Executive’s base salary for the six months prior to the Date of Termination, (xC) an amount equal to 50% of the Executive's annual bonus paid or payable opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus opportunity for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 365, (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), subject to any delay required by Section 8.8(a) and (c) hereof, (F) an amount equal to 50% of any commissions paid to the Executive over the previous 12 month period and (G) any accrued but unpaid vacation pay, in each case to the extent not previously paid pay (the sum of the amounts described in clauses (A), (B), (C), (D) (E), (F) and (CG) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iiiv) provided the Executive timely elects and remains eligible for benefits continuation pursuant to the federal “COBRA” laws, for up to 12 months after the Termination Date of Termination, or such longer period as may be provided by (the terms of the appropriate plan, program, practice or policy“COBRA Continuation Period”), the Company shall continue to provide benefits to will pay any difference between the premiums for health continuation coverage and the amount for which the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter otherwise be responsible with respect to other peer executives of the Company medical and its affiliated companiesdental coverage elected; provided, however, that if the COBRA Continuation Period shall not extend beyond the date on which the Executive becomes reemployed with covered under another employer and insurance plan providing coverage that is eligible substantially similar in the aggregate or greater. After the continuation period, the Executive will receive notice of his opportunity to receive a particular type elect continuation coverage under the Consolidated Omnibus Reconciliation Act of benefits 1985, if any, provided the Executive pays the full COBRA premium. Notwithstanding the foregoing, the Company may end these payments earlier (e.g.but not the Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations will cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to extent the Executive and his or her familywould be taxed on more than the amount of the premiums; (ivvi) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”), and such amounts or benefits shall be paid or provided to the Executive in a lump sum within 10 business days following the Date of Termination, subject to any delay required by Section 8.8(a) and (c) hereof; and (vvii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination. Subject to the terms and conditions set forth in Section 8.8, the Company shall pay the Accrued Obligations on the first payroll date following the date the Release becomes irrevocable (such date, the “Payment Date”) provided, however, that if the 60th day following the Date of Termination falls in the calendar year following the year of the Executive’s termination of employment, the Payment Date shall be the first payroll date occurring in such later calendar year; and provided further that the Accrued Obligations described in Section 4.1(a)(iv)(A), (E) and (G) shall be paid earlier to the extent required by applicable law.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companyin full and, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination two years (or the remainder of the option term if less than six months)two years) following the Date of Termination; provided that, with respect to any outstanding option to purchase shares of Common Stock of the Company on the date hereof, this provision 4.1(a) (i) shall not apply to any such options with an exercise price lower than the per share closing price of the Common Stock of the Company, as reported on the Nasdaq National Market, Inc., on the date hereof; (ii) the Company shall pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) an amount equal to the Executive’s base salary for the six months prior to the Date of Termination, (C) an amount equal to 50% of the Executive’s annual bonus opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) (D) and (CE) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on immediately prior to the Measurement Change in Control Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's unpaid base salary earned through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any unpaid bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 Termination and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) X multiplied by (B) the Executive's highest annual base salary for during the six months five-year period prior to the Change in Control Date, where X = ___ if such termination occurs within 12 months following the Change in Control Date of Termination plus (B) 50% of and ____ if such termination occurs more than 12 months following the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;Change in Control Date or occurs prior to any Change in Control Date; and (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (ivii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If 2.1 Other than as set forth in Section 3 below, if, at any time, the Executive's Employee’s employment with the Company is terminated by the Company (other than for Causewithout Cause or due to the Employee’s Disability, Disability or death) or by the Executive Employee for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefitsCompany shall: (ia) (A) continue to pay the vesting schedule Employee her base salary in effect on the date of each outstanding option termination, to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by paid in accordance with the Company’s customary payroll practices as are established or modified from time to time, (B) until the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product earlier of (x) the annual bonus paid date twelve (12) months following the date of termination, or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation; (b) within thirty (30) days following the execution and non-revocation of the Release (as defined below), pay the Employee’s target bonus on the date of termination multiplied by a fraction, the numerator of which is shall equal the number of days in the current Employee was employed by the Company during the Company fiscal year through in which the Date of Termination, termination occurs and the denominator of which is 365 and shall equal 365; (Cc) pay to the amount Employee (i) on the date of termination, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) base salary earned but not paid and any vacation accrued vacation pay, in each case to but not used through the extent not previously paid (the sum date of the amounts described in clauses (A), (B)termination, and (Cii) shall be hereinafter referred within thirty (30) days after the date of termination, any reimbursable business expenses incurred by the Employee through the date of termination pursuant to as any expense reimbursement policies of the "Accrued Obligations")Company then in effect; and (2d) to the extent the Employee and any qualified beneficiary with respect to such Employee elects continuation of health benefit coverage under Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to be eligible for such benefits, the Company shall provide payments to the Employee for such benefits equal to the amount contributed for active employees with similar benefits and similar participating beneficiaries until the earlier of (x) twelve (12) months (or as long as such eligibility for the Employee and each qualified beneficiary continues) from the date such benefits would otherwise end under the applicable plan terms or (y) the amount equal to (A) date the Executive's base salary Employee becomes eligible for the six months prior group health coverage through another employer. 2.2 The payments and benefits to the Date Employee under this Section 2 shall (i) be contingent upon the execution and non-revocation by the Employee of Termination plus a release of claims (Bthe “Release”) 50% in favor of the Executive's annual bonus opportunity under Company within sixty (60) days following the Company's bonus plan for date of termination (the most recently completed fiscal year; (iii) for 12 months after the Date of Termination“Release Period”), or such longer period as may in a form that will be provided by the terms Company and substantially identical to the form attached to this Plan as Exhibit A (except for such modifications as the Company may make in its sole discretion to reflect changes in law or the circumstances of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been termination); provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer Release does not become effective during the Release Period, the payments and is eligible to receive benefits described in Sections 2.1(a) and 2.1(d) of this Agreement that commenced following the date of termination shall cease following the Release Period and (ii) constitute the sole remedy of the Employee in the event of a particular type termination of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable the Employee’s employment in the circumstances set forth in this Section 2. 2.3 Notwithstanding anything herein to the Executive and his contrary, all benefits under this Section 2 shall terminate immediately if the Employee, at any time, violates any proprietary information, assignment of inventions agreement, confidentiality, non-competition or her family as those being provided by non-solicitation obligation to the Company, then the Company shall no longer be required to provide those particular benefits or any other continuing obligation to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationCompany.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, the Change in Control DateFMV Stock Option, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Premium Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions Option and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company Super-Premium Stock Option shall each vest and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was become exercisable on the Date of Termination) for a period Termination with respect to 50% of six months following the Shares covered respectively thereby that have not previously vested and become exercisable as of such date. Subject to Section 7 of this Agreement, the portion of the Stock Option that is or becomes exercisable on the Date of Termination may be exercised at any time through the earlier of (or i) the remainder six (6) month anniversary of the option term if less than six months); Date of Termination and (ii) the Company last day of the Option Period, and after which such portion shall pay (except to the Executive extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of or within twelve (12) months following a lump sum in cash within 30 days after Change of Control, the entire Stock Option shall become vested and exercisable immediately and, subject to Section 7 of this Agreement, may be exercised at any time through the earlier of (a) the six (6) month anniversary of the Date of Termination and (b) the aggregate last day of the following amounts: Option Period, after which such portion shall (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case except to the extent not previously paid (the sum otherwise provided in Section 10 below) expire. For purposes of the amounts described in clauses (Athis Section 4(b), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract will be deemed to be “in anticipation of” a Change of Control if such termination (or agreement of the Company and its affiliated companies (Good Reason event giving rise to such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vtermination) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed done by the Company until 12 months after or any Subsidiary or Affiliate with the Date principal purpose of Terminationavoiding or evading its compensation obligations that would arise upon a termination following a Change of Control.

Termination Without Cause or for Good Reason. If Subject to the provisions of subsection 5.4.3 hereof, if, prior to the expiration of the Term and during the period in which the Executive serves as Interim Chief Executive Officer, the Executive's ’s employment with the Company hereunder is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and without Cause (C) notwithstanding any provision in any applicable option agreement to the contraryother than a termination by reason of Disability), each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (iii) the Company shall pay to the Executive in a lump sum in cash within 30 days after all expenses and accrued Benefits arising prior to such termination which are payable to the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary Executive pursuant to this Agreement through the Date of Termination, (Bii) the product Company shall continue to pay the Executive his Base Salary as then in effect for a period of twelve (x12) months from the Date of Termination (such period being referred to hereinafter as the “Severance Period”), in equal installments on the Company’s normal payroll dates during the Severance Period in accordance with the payroll practices of the Company, beginning with the first pay date that begins after the Date of Termination, (iii) the annual bonus paid or payable (including any bonus or Company shall pay a pro rata portion thereof which has been of the Incentive Bonus, if any, earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and Termination as determined in the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum discretion of the amounts described in clauses (A)Board of Directors, (B)at such time the Incentive Bonus, and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Terminationif any, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would otherwise have been provided to them if the Executive's employment had not been terminated, payable in accordance with the applicable Benefit Plans in effect on the Measurement Date orSection 2.2 hereof, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent permitted by the Company’s group health insurance carrier and as would not previously paid cause the Company to incur tax or providedother penalties, the Company shall timely pay or provide to Executive each month an after-tax amount equal to the Executive any other amounts or benefits required monthly amount of the COBRA (as defined below) continuation coverage premium under the Company’s group medical plans as in effect from time to time, for eighteen (18) months following the Date of Termination. In the event the aggregate amount of payments described in clauses (ii) and (iii) above (the “Aggregate Payments”) is determined to be paid or provided or which less than $250,000 (without taking into this sentence), the amount described in clause (iii) shall equal the minimum amount necessary such that the Aggregate Payments will equal $250,000. The receipt of health care benefits set forth in (iv) above shall be conditioned upon the Executive is eligible making a timely election to receive following coverage provided to former employees under the Executive's termination Consolidated Omnibus Budget Reconciliation Act of employment under any plan, program, policy, practice, contract or agreement 1985 (“COBRA”) and Section 4980B of the Code and continuing such coverage for so long as it may be available, and thereafter continuing to pay an amount equal to the monthly COBRA premium as in effect at the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred from time to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) in respect of the applicable level of coverage. If Executive for retiree benefits allows such coverage to which lapse by not paying the Executive is entitledapplicable amount, such coverage may not thereafter be reinstated. In addition, during the Severance Period, the Executive shall be considered entitled to have remained employed by continue to participate in all employee benefit plans that the Company until 12 months after the Date provides (and continues to provide) generally to its senior executives, subject to terms and conditions of Terminationsuch employee benefit plans.

Termination Without Cause or for Good Reason. If In the event the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled receive, subject to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held execution and timely return by the Executive shall of a release of claims in the form to be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (B60th) day following this employment termination date, the following (a) severance pay in an amount equal to the Executive’s Base Salary for twelve (12) months, paid on the Company’s first regular pay date on or after the sixtieth (60th) day following his employment termination date; (b) Executive’s entire Performance Bonus for any calendar year for which Executive has already worked the entire year but the bonus has yet to be paid, payable at the same time as such bonuses are payable to other executives under the Bonus Plan; (c) the vesting schedule pro rata amount of each outstanding restricted stock award shall be accelerated so that the Performance Bonus, paid at 100%, for the calendar year in which his termination of employment occurs (based on the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase business days he was actually employed by the Company during the calendar year in which his termination of employment occurs and assuming full achievement of all applicable goals under the Bonus Plan) that he would have received had his employment not been terminated during such year, payable at the same time as such bonuses are payable to other executives under the Bonus Plan; (Cd) notwithstanding any provision in any applicable option agreement to the contraryfifty percent (50%) of all unvested stock options, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date shares of Termination) for a period of six months following the Date of Termination (restricted stock, restricted stock units, stock appreciation rights, or the remainder of the option term if less than six months); (ii) the Company shall pay similar stock-based rights granted to the Executive shall vest and, if applicable, be immediately exercisable and any risk of forfeiture included in a lump sum such restricted or other stock grants previously made to the Executive shall immediately lapse; and (e) in cash within 30 days after addition, the Date of Termination Executive may exercise any outstanding stock options or stock appreciation rights until the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product earlier of (x) the annual bonus paid last date on which such stock options or payable (including any bonus or portion thereof which has stock appreciation rights could have been earned but deferred) for exercised pursuant to the most recently completed fiscal year terms of the applicable award agreement, irrespective of the Executive’s termination of employment; and (y) a fraction, the numerator of which date that is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and two (2) the amount equal to years following his employment termination date. For purposes of this Agreement, “Good Reason” means termination because of: (Aa) a materially adverse diminution in the Executive's base salary for ’s role, responsibilities or the six months prior to the Date of Termination plus (B) 50% of compensation set forth herein without the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; ’s consent; or (iiib) for 12 months after the Date any material breach of Termination, this Agreement or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and other agreement with the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from . In each such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitledevent listed above, the Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be considered no Good Reason with respect to have remained employed any such circumstances if cured by the Company until 12 months within thirty (30) days after the Date of Terminationsuch notice.

Termination Without Cause or for Good Reason. If the The Company may terminate Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the without Cause and Executive may terminate his employment for Good Reason within 12 months following (as defined below), in each case upon thirty days prior written notice. In the Change in Control Dateevent that, then during the Term, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following benefitsin lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company within ten (10) business days: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Amounts; (ii) the Company shall pay to the Executive in a lump sum in cash severance payment, within 30 days after the Date of Termination the aggregate of the following amounts: ten (110) business days, equal to the sum of (A) the Executive's base salary through Base Salary for the Date balance of Terminationthe Term measured from the date of termination of employment pursuant to this Section 4(b) to the expiration date of the Term, and (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the an amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearyear immediately preceding such termination; (iii) continued coverage for 12 a period of twelve (12) months after commencing on the Date date of Terminationtermination (A) for Executive (and his eligible dependents, or if any) under the Company's health plans on the same basis as such longer period as may be provided coverage is made available to executives employed by the terms of the appropriate planCompany (including, programwithout limitation, practice or policyco-pays, the deductibles and other required payments and limitations) and (B) under any Company shall continue to provide benefits life insurance plan in which Executive was participating immediately prior to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives date of the Company and its affiliated companiestermination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) full vesting of all options and shares of restricted stock previously granted to Executive, with all outstanding options remaining exercisable for their originally scheduled respective terms (other than any incentive stock options granted to Executive prior to the extent date hereof that do not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (for such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"continued exercisability in accordance with their terms); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If In the event the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for Good Reason within 12 months following the Reason, at any time, and, provided no Change in Control Dateshall have occurred, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by shall pay the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following Executive, in cash, aggregate severance payments equal to (a) his then base salary for up to twelve (12) months from the Date of Termination shall immediately become exercisable and shares of Common Stock of or the Company received date upon exercise of any vested options will no longer be subject to a right of repurchase by the Companywhich Executive obtains alternative employment, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company whichever is earlier and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (Bb) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (yi) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (Cii) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary annual bonus for the six months prior to calendar year preceding the Date of Termination plus (B) 50% of that has most recently been paid to the Executive's . The Company shall pay to the Executive any severance payments due hereunder in twelve (12) equal monthly payments on the first day of each month following such termination. Notwithstanding the foregoing, if the Executive obtains alternative employment for base salary and bonus compensation of less than his then annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Terminationbase salary, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company then Executive shall continue to provide benefits receive monthly severance payments for the remaining balance of the 12 month period in an amount equal to the difference between one-twelfth (1/12) of the sum of (a) and (b) in this section above and one-twelfth (1/12) of the annual base salary and bonus compensation received from such alternative employer. In addition, (a) the Executive and shall have the Executive's family at least equal right to those which would have been provided to them if the Executive's employment had not been terminatedexercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his relevant plan documents or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesgrant letter; provided, however, that if to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (12) month period from such termination or until the Executive becomes reemployed with another employer and is eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive’s right to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options and restricted stock held by Executive on the date of termination under any plan, program, policy, practice, contract or agreement of the Company’s equity plans that would become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the employ of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) become immediately exercisable. Any part of the Executive for retiree foregoing benefits that are attributable to participation in a plan in which the Executive is entitledcan no longer participate under applicable law, the Executive shall be considered to have remained employed paid by the Company until 12 months after from other sources such that the Date of TerminationExecutive receives substantially similar benefits to those provided for under the plan. All amounts payable hereunder shall be paid monthly during such twelve (12) month period and any amounts payable hereunder are in lieu of, not in addition to, amounts payable under Section 4.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, the Change in Control Date, then the Executive Stock Option shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first vest and become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period Termination with respect to 33% of six months following the Shares covered thereby that have not previously vested and become exercisable as of such date. Subject to Section 7 of this Agreement, the portion of the Stock Option that is or becomes exercisable on the Date of Termination may be exercised at any time through the earlier of (or i) the remainder six (6) month anniversary of the option term if less than six months); Date of Termination and (ii) the Company last day of the Option Period, and after which such portion shall pay (except to the Executive extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of or within twelve (12) months following a lump sum in cash within 30 days after Change of Control, the entire Stock Option shall become vested and exercisable immediately and, subject to Section 7 of this Agreement, may be exercised at any time through the earlier of (a) the six (6) month anniversary of the Date of Termination and (b) the aggregate last day of the following amounts: Option Period, after which such portion shall (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case except to the extent not previously paid (the sum otherwise provided in Section 10 below) expire. For purposes of the amounts described in clauses (Athis Section 4(b), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract will be deemed to be “in anticipation of” a Change of Control if such termination (or agreement of the Company and its affiliated companies (Good Reason event giving rise to such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vtermination) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed done by the Company until 12 months after or any Subsidiary or Affiliate with the Date principal purpose of Terminationavoiding or evading its compensation obligations that would arise upon a termination following a Change of Control.

Termination Without Cause or for Good Reason. If If, prior to the expiration of the Employment Term, the Executive resigns from his employment hereunder for Good Reason or the Board terminates the Executive's ’s employment with the Company is terminated by the Company hereunder without Cause (other than for Cause, Disability a termination by reason of death or death) or by the Executive for Good Reason within 12 months following the Change in Control DateDisability), then the Board shall pay or provide the Executive shall be entitled the Amounts and Benefits and, subject to the following benefitsSections 5.4(h) and 8.8: (i) subject to Section 8.8(b), an amount equal to the sum of (Ax) three (3) times the Base Salary as then in effect and (y) the vesting schedule of each outstanding option to purchase shares of Common Stock of Target STI (the Company held by “Severance Amount”), paid in a lump sum on the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period sixtieth day following the Date of Termination Termination, provided that, if the Executive violates the covenants in Section 6 hereof, no further payment shall immediately become exercisable and shares of Common Stock be due under this subsection (i), or, if the Severance Amount has already been paid, the Executive shall repay to the Partnership an amount equal to 1/24 of the Company received upon exercise paid amount for each month between the date of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions violation and the aggregate number second anniversary of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) subject to Section 8.8(b), a pro-rata portion of the Company shall pay to STI the Executive in a lump sum in cash within 30 days after would otherwise have earned for the Date year of Termination termination based on the aggregate actual achievement of the following amounts: applicable performance targets, and with respect to full year performance targets, the performance results shall be annualized (1) the sum determined by multiplying such amount of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) STI by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Executive is employed by the Company Group and the denominator of which is 365), paid in cash in a lump sum on the sixtieth day following the Date of Termination (the “Pro Rata STI”); (iii) immediate full vesting of any portion of the outstanding Stock Options and Annual Equity Awards that is unvested on the Date of Termination, and all outstanding stock option awards shall remain exercisable until the denominator earlier to occur of which is 365 the expiration of the applicable option term, and (C) the amount of any compensation previously deferred violation by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described covenants contained in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")Section 6 hereof; and (2iv) Executive shall be entitled to continued medical coverage at the amount equal to (A) the Executive's base salary Partnership’s expense for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity Executive and his spouse and other eligible dependents under the Company's bonus Company Group’s medical, dental and vision plan for until the most recently completed fiscal year; earlier of (iiix) for 12 eighteen (18) months after following the Date of Termination, and (y) the Executive becoming eligible for coverage under the health, dental or such longer period as may be provided by the terms of the appropriate vision insurance plan, programas applicable, practice or policyof a subsequent employer, provided that such period of continued medical coverage shall constitute coverage under COBRA, and provided further that in the event the Executive’s coverage terminates pursuant to (x), the Company Partnership shall continue to provide benefits to pay the Executive and the Executive's family at least a lump sum payment equal to those which would have been provided to them if six (6) times the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans monthly COBRA premium then in effect on within thirty (30) days of such termination of coverage (the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or providedunder this Section 5.4(b)(iv), the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other “Medical Continuation Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the ExecutiveEmployee's employment with by the Company is terminated (x) by the Company (other than for Cause, Disability or death(y) or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control DateCompany shall pay or provide the Employee with the following, then the Executive shall be entitled subject to the following benefitsprovisions of Section 26 hereof: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Benefits; (ii) the Company shall pay subject to the Executive Employee's continued compliance with the obligations in Sections 9, 10 and 11 hereof, a lump sum in cash within 30 days after the Date of Termination the aggregate pro-rata portion of the following amounts: (1) the sum of (A) the ExecutiveEmployee's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) Annual Bonus for the most recently completed fiscal year and in which the Employee's termination occurs based on the estimated actual results for such year (y) determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Date of Termination, Employee is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A365), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after subject to the Date Employee's continued compliance with the obligations in Sections 9, 10 and 11 hereof, an amount equal to the sum of Termination, or such longer period as may be provided by (A) two times (2x) the terms Employee's Base Salary and (B) two times (2x) the amount of the appropriate plan, program, practice or policy, the Company shall continue Employee's Annual Bonus deemed to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives 75% of the Company and its affiliated companiesBase Salary; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) any stock options or any other equity or any other incentive units granted to the extent Employee by Xxxxxx Xxxx, whether currently outstanding or granted in the future, as of the date of termination, shall become fully vested (with performance-based awards earned at "target") and notwithstanding any term of Xxxxxx Xxxx's plans to the contrary, stock options shall remain exercisable for their original term granted and shall not previously paid terminate due to the Employee's termination. The terms of any stock option agreement or providedother equity incentive agreement between the Employee and Dakota Gold shall be deemed amended to reflect the terms of this section. Except as set out in this Section 8(d), no further amounts, benefits or entitlements will be payable to the Employee whether pursuant to statute, the Company shall timely pay common law, or provide to otherwise, in respect of the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of the Employee's employment under for any planreason. For certainty, program, policy, practice, contract or agreement in no event will the Employee receive less than their minimum employment standards entitlements in connection with the termination of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationtheir employment.

Termination Without Cause or for Good Reason. If In the event that Executive's ’s employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: receive, as his exclusive right and remedy in respect of such termination, (i) his Accrued Benefits, (Aii) as long as the vesting schedule Executive does not violate the provisions of each outstanding option Section 8 and Section 9 hereof, severance pay equal to purchase shares the Executive's then current monthly Base Salary, payable in accordance with the Company's regular payroll schedule, for thirty six (36) months from the date of Common Stock termination of employment, (iii) at the times the Company pays its executive bonuses in accordance with its general payroll policies, an amount equal to that portion of the Company held Annual Bonus which but for his termination would have been earned by the Executive during the year of his termination (pro-rated based on a formula, the denominator of which shall be accelerated so that three hundred sixty five (365) and the numerator of which shall be the number of shares that would otherwise have first become vested days during the two-year period following of his termination during which the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase Executive was employed by the Company on an active status) (the "Pro-Rated Bonus") and (Civ) notwithstanding any provision a monthly amount equal to one hundred and fifty (150%) percent of the (x) applicable COBRA premium in any applicable option agreement to respect of the contrary, each such option shall continue to be exercisable by level of coverage in effect for the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following and his spouse and dependents at the Date of Termination (i.e., single, single plus one, or the remainder family) regardless of the option term if less than six months); what level of coverage is actually elected minus (iiy) the monthly employee contribution rate that is paid by Company employees generally for the same coverage, as in effect from time to time, which payment shall pay to be paid, in advance, on the Executive in a lump sum in cash within 30 days after first payroll day of each month, commencing with the Date month immediately following the date of Termination Executive’s termination of employment and ending upon the aggregate of the following amounts: (1) the sum earliest of (A) the Executive's base salary through expiration of the Date of Termination, period for which he receives severance pay pursuant to clause (ii) above (B) the product of (x) month following the annual bonus paid or payable (including any bonus or portion thereof month in which has been earned but deferred) for the most recently completed fiscal year Executive and (y) a fractionhis eligible dependents cease coverage under the Company’s health care plans, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) has commenced new employment and any accrued vacation payhas thereby become eligible for comparable benefits, in each case subject to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity rights under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationCOBRA.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year (if such bonus has not yet been paid), (C) the product of (x) the greater of (I) the annual bonus paid or payable to the Executive (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (II) the Executive’s target or reference bonus for the fiscal year in which the Date of Termination took place and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CD) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) and (CD) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) two multiplied by (b) the sum of (x) the Executive's ’s highest annual base salary for in any twelve-month period (on a rolling basis) during the six months five-year period prior to the Change in Control Date and (y) the greater of Termination plus (BI) 50% of the Executive's ’s highest annual bonus opportunity under in any twelve-month period (on a rolling basis) during the Company's five-year period prior to the Change in Control Date and (II) the Executive’s target or reference bonus plan for the most recently completed fiscal year;year in which the Change in Control took place. (iiiii) for 12 months two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits (including, without limitation, automobile, retirement, medical, dental, life insurance and disability benefits) to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance medical benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his the Executive’s family; and provided further, however, that (A) if any particular benefits cannot be provided because of plan or her familyregulatory restrictions, then the Company will pay to the Executive an amount equal to the cost the Executive will incur in acquiring such benefits directly as a result of the Company not providing such benefits and (B) to the extent the Company determines that the Executive’s qualifying event for purposes of continuation of medical benefits under COBRA occurs on the Executive’s Date of Termination, such period of continuation of benefits shall not be counted against or otherwise reduce the period for which the Company must provide continuation of medical benefits under this Section 4.2(a)(ii) unless the Executive otherwise agrees; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companyin full and, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination two years (or the remainder of the option term if less than six months)two years) following the Date of Termination; provided that, with respect to any outstanding option to purchase shares of Common Stock of the Company on the date hereof, this provision 4.1(a)(i) shall not apply to any such options with an exercise price lower than the per share closing price of the Common Stock of the Company, as reported on the Nasdaq National Market, Inc., on the date hereof; (ii) the Company shall pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) an amount equal to the Executive’s base salary for the six months prior to the Date of Termination, (C) an amount equal to 50% of the Executive’s annual bonus opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) (D) and (CE) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on immediately prior to the Measurement Change in Control Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If 3.5.1 In the Executive's event Xxxxxxx' employment with the Company is terminated (i) by the Company (for any reason other than for Cause, or the death or Disability of Xxxxxxx, or death(ii) or by the Executive Xxxxxxx for Good Reason within 12 months following Reason, the Change Company shall (w) immediately pay Xxxxxxx his earned but unpaid base salary through the date of termination and accrued but unused vacation time in Control Dateaccordance with Company policy, then the Executive shall be entitled (x) reimburse Xxxxxxx’ expenses incurred prior to the following benefits: date of termination in accordance with the Company’s expense reimbursement policy, and (iy) pay Xxxxxxx an amount equal to two (2) times his base salary for the period from the date of termination until the latest of (A) the vesting schedule of each outstanding option to purchase shares of Common Stock third anniversary of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the CompanyEffective Date, (B) the vesting schedule end of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions Contract Period, or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to one year after the contrarydate of termination (half of which represents his bonus for such period at target), each such option shall continue aggregate amount to be exercisable by paid, subject to Section 5.1.1 below, in equal installments over such period in accordance with the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder regular payroll practices of the option term if less than six months); Company. In addition, Xxxxxxx (iiand his covered dependents) will be entitled to continue participation in the Company shall pay to Company’s medical, dental and vision care plans (the Executive in a lump sum in cash within 30 days after “Health Benefit Plans”) until the Date of Termination the aggregate of the following amounts: (1) the sum latest of (A) the Executive's base salary through third anniversary of the Date of TerminationEffective Date, (B) the product end of (x) the annual bonus paid Contract Period, or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months one year after the Date date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiestermination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits Xxxxxxx’ (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided covered dependents’) participation in the Company’s Health Benefit Plans shall cease on any earlier date that he becomes eligible for substantially similar benefits from a subsequent employer. Xxxxxxx’ participation in the Health Benefit Plans will be on the same terms and conditions (including, without limitation, any contributions that would have been required from him) that would have applied had he continued to be employed by the Company, then . 3.5.2 There shall be no requirement on the part of Xxxxxxx to seek other employment or otherwise mitigate damages in order to be entitled to the full amount of any payments or benefits to be made pursuant to this Agreement or any other agreement between Xxxxxxx and the Company shall or any of its affiliates. Except as set forth in Section 3.5.1 in the case of Health Benefit Plans, no longer be required to provide those particular benefits to the Executive and his payment or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment benefit under any plan, program, policy, practice, contract or agreement portion of the Company and its affiliated companies (such other amounts and benefits this Agreement shall be hereinafter referred subject to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationoffset.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full; (ii) each vested option (including any options vesting as a result of acceleration) to purchase shares of common stock of the Company shall be accelerated so that exercisable by the number Executive until the earlier of shares that would otherwise have first become vested during the two-year period following second anniversary of the Date of Termination shall immediately become exercisable and or the expiration of the original term of such option, subject to any contrary treatment provided in connection with the Change of Control that is consistent with the Company’s 2009 Stock Incentive Plan or such other plan that covers the options; (iii) all shares of restricted Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable held by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)shall immediately vest in full; (iiiv) the Company shall pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination Termination, or such later date as is required by Section 8.9 hereof, the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination, (B) an amount equal to the Executive’s base salary for the six months prior to the Date of Termination, (C) an amount equal to 50% of the Executive’s annual bonus opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus paid or payable opportunity (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 365, (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), subject to any delay required by Section 8.9(a) and (c) hereof and (F) an amount equal to 50% of the commissions paid to the Executive over the previous 12 month period and any accrued but unpaid vacation pay, in each case to the extent not previously paid pay (the sum of the amounts described in clauses (A), (B), (C), (D) (E) and (CF) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iiiv) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on immediately prior to the Measurement Change in Control Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and provided further that any benefits coverage provided by the Company that continues beyond the COBRA coverage period shall be administered in accordance with the Company’s ordinary payroll practices; (ivvi) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”), and such amounts or benefits shall be paid or provided to the Executive in a lump sum within 10 business days following the date of termination, subject to any delay required by Section 8.9(a) and (c) hereof; and (vvii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If Subject to Section 4.4, if the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 60 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the sum of (x) the Executive's ’s highest annual base salary for in effect at any time during the six months one-year period prior to the Change in Control Date of Termination plus and (y) the Executive’s then current target annual bonus minus (B) 50% any other amounts paid to the Executive by the Company or any successor as severance or similar payments as a result of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;termination of his or her employment in connection with such Change in Control. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her [his/her] family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, (1) that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his [his/her] family and (2) to the extent such payments are taxable and/or extend beyond the period of time during which the Executive would be entitled (or her familywould, but for this clause (2)) to COBRA continuation coverage under a group health plan of the Company, such payments shall be made on a monthly basis); (iviii) to the extent not otherwise previously paid or provided, the Company shall timely pay or provide to the Executive within 45 days after the Date of Termination any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;; 6 (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the ExecutiveEmployee's employment with by the Company is terminated (x) by the Company (other than for Cause, Disability or death(y) or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control DateCompany shall pay or provide the Employee with the following, then the Executive shall be entitled subject to the following benefitsprovisions of Section 26 hereof: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Benefits; (ii) the Company shall pay subject to the Executive Employee's continued compliance with the obligations in Sections 9, 10 and 11 hereof, a lump sum in cash within 30 days after the Date of Termination the aggregate pro-rata portion of the following amounts: (1) the sum of (A) the ExecutiveEmployee's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) Annual Bonus for the most recently completed fiscal year and in which the Employee's termination occurs based on the estimated actual results for such year (y) determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Date of Termination, Employee is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A365), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after subject to the Date Employee's continued compliance with the obligations in Sections 9, 10 and 11 hereof, an amount equal to the sum of Termination, or such longer period as may be provided by (A) one and a half times (1.5x) the terms Employee's Base Salary and (B) one and a half times (1.5x) the amount of the appropriate plan, program, practice or policy, the Company shall continue Employee's Annual Bonus deemed to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives 75% of the Company and its affiliated companiesBase Salary; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) any stock options or any other equity or any other incentive units granted to the extent Employee by Xxxxxx Xxxx, whether currently outstanding or granted in the future, as of the date of termination, shall become fully vested (with performance-based awards earned at "target") and notwithstanding any term of Xxxxxx Xxxx's plans to the contrary, stock options shall remain exercisable for their original term granted and shall not previously paid terminate due to the Employee's termination. The terms of any stock option agreement or providedother equity incentive agreement between the Employee and Dakota Gold shall be deemed amended to reflect the terms of this section. Except as set out in this Section 8(d), no further amounts, benefits or entitlements will be payable to the Employee whether pursuant to statute, the Company shall timely pay common law, or provide to otherwise, in respect of the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of the Employee's employment under for any planreason. For certainty, program, policy, practice, contract or agreement in no event will the Employee receive less than their minimum employment standards entitlements in connection with the termination of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationtheir employment.

Termination Without Cause or for Good Reason. If In the Executive's employment with event that the Company is terminated by the Company (terminates Executive’s employment for reasons other than for Cause, Disability or deathCause (as defined below) or by the Executive terminates her employment for Good Reason within 12 months (as defined below) at any time following the Change in Control Effective Date, then and provided that Executive signs and does not revoke a standard separation agreement releasing all claims against the Company, in a form reasonably satisfactory to the Company, does not breach any provision of this Agreement (including but not limited to Section 10, Section 11 and Section 12 hereof), and continues to comply with the PIIA, as hereinafter defined, Executive shall be entitled to the following benefitsreceive, subject to Section 14 below: (i) (A) the vesting schedule continued payment of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision Executive’s base salary as then in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) effect for a period of six twelve (12) months following the Date date of Termination termination (the “Severance Period”), to be paid periodically in accordance with the Company’s standard payroll practices, provided that Executive shall immediately repay to the Company any amounts that she receives hereunder if within sixty (60) days following termination of her employment she either has failed to execute the standard release described above or has revoked the remainder of the option term if less than six months)general release after she executes it; (ii) continuation of Company health and dental benefits through COBRA premiums paid by the Company shall pay directly to the Executive in a lump sum in cash within 30 days after COBRA administrator during the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesSeverance Period; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable premium payments shall cease prior to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement end of the Company Severance Period if Executive commences other employment with reasonably comparable or greater health and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")dental benefits; and (viii) for purposes of determining eligibility (but not the time of commencement of benefits) any vested and exercisable options to purchase common stock of the Company that are held by Executive for retiree benefits as of the date of termination shall expire upon the earliest to occur of (i) the 12-month anniversary of the date of Executive’s termination of employment as President and Chief Executive Officer, (ii) the date on which such options would have expired if Executive’s employment had continued through the full term of such option and (iii) the date on which Executive is entitledbreaches this Agreement, the PIIA or any other agreement between Executive shall be considered to have remained employed by and the Company until 12 months or any of its affiliates. Executive will not be eligible for any bonus or other benefits not described above after the Date of Terminationtermination, except as may be required by law.

Termination Without Cause or for Good Reason. If the Executive's Employee’s employment with by the Company is terminated (x) by the Company (other than for CauseCause (and other than for death or Disability), Disability or death(y) or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control Date, then Company shall pay or provide the Executive shall be entitled to Employee with the following benefitsfollowing: (i) the Accrued Benefits, the Prior Bonuses and the Pro Rata Bonus; (ii) subject to the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, in lieu of any further salary payment to the Employee for any period after the termination, a lump sum severance payment, in cash, equal to one and one half times the sum of: (x) the Employee’s base salary as in effect immediately prior to the termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (y) the Employee’s target annual bonus pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which occurs the termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason, such lump sum severance payment to be paid within ten days following the date the release provided in Section 9 becomes irrevocable, except as otherwise provided in Section 25(b); (iii) subject to (A) the vesting schedule Employee’s timely election of each outstanding option to purchase shares continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company1985, as amended (“COBRA”), (B) the vesting schedule Employee’s continued copayment of each outstanding restricted stock award shall be accelerated so that premiums at the number same level and cost to the Employee as if the Employee were an employee of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement excluding, for purposes of calculating cost, an employee’s ability to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together premiums with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (Bpre-tax dollars), and (C) the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and the Employee’s eligible dependents) for a period of 18 months at the Company’s expense, provided that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall be hereinafter referred to as the "Accrued Obligations")immediately cease; and (2iv) the amount equal to (A) the Executive's base salary for the six months prior subject to the Date Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, up to $50,000 of Termination plus (B) 50% outplacement services through the first anniversary of the Executive's annual bonus opportunity under termination. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as Employee may be provided by the terms eligible under any of the appropriate planplans, program, practice policies or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives programs of the Company and its affiliated companies; provided, however, that if or under the Executive becomes reemployed with another employer and is eligible to receive a particular type Worker Adjustment Retraining Notification Act of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his 1988 or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his any similar state statute or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationregulation.

Termination Without Cause or for Good Reason. If Except as otherwise provided by Section 7(c) with respect to certain terminations of employment in connection with a Change in Control, if the Executive's employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)), the Company shall (subject to the Executive's entering into a Separation and Release Agreement with the Company is terminated by in substantially the Company form attached hereto as Exhibit C (other than the "Release")): (i) Pay to the Executive (A) an amount equal to his then current Annual Base Salary, payable in equal monthly installments during the period beginning on the Date of Termination and ending on the first anniversary thereof; (B) an amount equal to the Target Bonus for Causethe year of termination, Disability or deathpayable in equal monthly installments during the period beginning on the Date of Termination and ending on the first anniversary thereof; and (C) each Retention Bonus that would otherwise have been payable to the Executive pursuant to Section 5(d)(i), (ii) or by (iii) (assuming for purposes of Section 5(d)(ii) and (iii) that the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall would be entitled to the same bonus to which he would otherwise have been entitled had he remained employed by the Company in the position of President and Executive Creative Director), payable at such time as such Retention Bonus would otherwise have been paid to the Executive had the Executive remained employed through the applicable payment date; provided, however, that no amount shall be payable pursuant to this Section 7(b)(i) on or following benefits: the date the Executive first (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock violates any of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock covenants set forth in Section 9(a) or 9(b) or (ii) materially violates any of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companycovenants set forth in Section 9(c), (B9(e) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months9(f); (ii) the Company shall pay Continue to provide the Executive with all health and welfare benefits and perquisites which he was participating in a lump sum in cash within 30 days after or receiving as of the Date of Termination until the aggregate of the following amounts: (1) the sum earlier of (A) the Executive's base salary through first anniversary of the Date of Termination, Termination or (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by date the Executive first (together with i) violates any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described covenants set forth in clauses Section 9(a) or 9(b) or (Aii) materially violates any of the covenants set forth in Section 9(c), (B9(e) or 9(f), and (C) shall . If such benefits cannot be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity provided under the Company's bonus plan programs, such benefits and perquisites will be provided on an individual basis to the Executive such that his after-tax costs will be no greater than the costs for such benefits and perquisites under the most recently completed fiscal yearCompany's programs; (iii) for 12 months after Notwithstanding any provision to the contrary in any Option or RSU agreement, cause all (A) Retention RSUs and Retention Options not vested or exercisable as of the Date of Termination, Termination to remain or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive become vested and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, remain exercisable in accordance with the terms and conditions of the applicable Benefit Plans in effect on Retention Option or Retention RSU agreement and (B) Options and RSUs (other than the Measurement Date or, if more favorable to Retention Options and the Retention RSUs) then held by the Executive to continue to become vested and his or her family, exercisable in effect generally at any time thereafter accordance with respect to other peer executives of the Company and its affiliated companies; provided, however, that their terms as if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have had remained employed by the Company until 12 months after the first anniversary of the Date of TerminationTermination (and all Options and RSUs (other than the Retention Options and the Retention RSUs) that do not become vested and exercisable on or prior to the first anniversary of the Date of Termination shall thereupon be forfeited); (iv) Pay to the Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination based on actual results and the relative portion of the fiscal year during which the Executive was employed.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full; (ii) each vested option (including any options vesting as a result of acceleration) to purchase sharesof common stock of the Company shall be accelerated so that exercisable by the number Executive until the earlier of shares that would otherwise have first become vested during the two-year period following second anniversary of the Date of Termination shall immediately become exercisable and or the expiration of the original term of such option, subject to any contrary treatment provided in connection with the Change in Control Event that is consistent with the Company's equity award plans or such other plan that covers the options; (iii) all shares of restricted Common Stock of the Company received upon exercise or restricted stock units of any vested options will no longer be subject to a right of repurchase the Company held by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination Executive shall immediately become free from conditions or restrictions vest in full; (iv) provided the Executive executes, delivers and the aggregate number does not revoke a comprehensive release of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase claims in form and substance as provided by the Company and (Cthe “Release”) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive which Release must become irrevocable within sixty (to the extent such option was exercisable on the Date of Termination60) for a period of six months days following the Date of Termination (or such shorter period as the remainder Company may provide) and provided that, to the extent necessary to comply with Section 409A, the Change in Control Event also constitutes a change in the ownership or effective control of the option term if less than six monthsCompany, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v); , (iivi) and (vii), and subject to Section 8.8 hereof, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination, (B) an amount equal to the product Executive’s base salary for the six months prior to the Date of Termination, (xC) an amount equal to 50% of the Executive's annual bonus paid or payable opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus opportunity for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 365, (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), subject to any delay required by Section 8.8(a) and (c) hereof, (F) an amount equal to 50% of any commissions paid to the Executive over the previous 12 month period and (G) any accrued but unpaid vacation pay, in each case to the extent not previously paid pay (the sum of the amounts described in clauses (A), (B), (C), (D) (E), (F) and (CG) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is hereunder shall be terminated by the Company (other than for without Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date(and, then the Executive shall be entitled with respect to the following benefits: (i) (A) the vesting schedule of each outstanding option awards referred to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses subparagraphs (A), (BD), (E) and (CF) below, in the case of a termination of Executive’s employment pursuant to paragraph 2.2(i) or 2.2(ii) of this Agreement), then in addition to the payments and benefits described in paragraph 4.1, the Employers shall be hereinafter referred to as provide Executive with the "Accrued Obligations"); andfollowing: The Employers shall: (2) the amount equal to (A) the Executive's base salary for the six months prior cause all Pre-Merger Awards then outstanding to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or become fully vested and payable upon such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, termination in accordance with the applicable Benefit Plans in effect terms of such awards (taking into account the provisions of paragraph 3.2(c)(ii) hereof); (B) pay Executive on the Measurement Date oreffective date of such termination a lump sum, if more favorable cash payment in an amount equal to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; Termination Payment (provided, however, that if the Executive becomes reemployed with another employer payment of the Termination Payment would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is eligible to receive a particular type not delayed as provided in Section 409A(a)(2)(B)(i) of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive Code and his or her family as those being provided by the Companyregulations thereunder, then such amount shall be paid within five business days after the Company shall no longer be required to provide those particular benefits to the Executive and his or her familySection 409A Payment Date); (ivC) provide Executive with Outplacement and Related Services (as such term is defined in paragraph 4.7 and for the time periods described therein; provided, however, that to the extent not previously paid or the benefits provided to Executive under clauses (2) and (3) of the definition of Outplacement and Related Services and any other miscellaneous separation pay benefits subject to Section 409A of the Code that are provided to Executive during the first six-months following Executive’s termination of employment have an aggregate value in excess of the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year in which such termination occurs, Executive shall pay to the Employers, at the time such benefits are provided, the Company fair market value of such benefits, and the Employers shall timely pay reimburse Executive (with interest thereon at the Aa Corporate Bond Rate (as defined in paragraph 3.5(vii), but determined as of the last day of the second month preceding the first day of the month coinciding with or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive next following the date of Executive's ’s termination of employment)) for any such payment not later than the fifth day following the expiration of such six-month period); If the payment of the Termination Payment is delayed as provided in paragraph 4.2(B), then interest on such delayed payment for the period beginning on the date of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement and ending on the date of the Company and its affiliated companies payment of the Termination Payment at the Aa Corporate Bond Rate (such other amounts and benefits as determined as provided in paragraph 4.2(C)) shall also be hereinafter referred paid by the Employers to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not Executive at the time of commencement of benefits) the payment of the Termination Payment. (D) (i) With respect to the Annual Grant described in the first sentence of Section 3.2(c)(i), if such Annual Grant is outstanding immediately prior to the date of termination: (x) the portion of such Annual Grant which is not then vested and which is subject only to time-based vesting shall immediately vest and become immediately payable in full, and (y) the portion of such Annual Grant which is not then vested and which is subject to performance-based vesting shall vest and become payable (without proration) at the same time as payments are made to other participants under the applicable programs, based on actual achievement of performance targets (as if Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have had remained employed by through the Company until 12 months after end of the Date of Termination.applicable performance period);

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedPROVIDED, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If If, prior to the expiration of the Employment Term, the Executive resigns from his employment hereunder for Good Reason or the Board terminates the Executive's ’s employment with the Company is terminated by the Company hereunder without Cause (other than for Cause, Disability a termination by reason of death or death) or by the Executive for Good Reason within 12 months following the Change in Control DateDisability), then the Board shall pay or provide the Executive shall be entitled the Amounts and Benefits and, subject to the following benefitsSections 5.4(h) and 8.8: (i) subject to Section 8.8(b), an amount equal to the sum of (Ax) three (3) times the Base Salary as then in effect and (y) the vesting schedule of each outstanding option to purchase shares of Common Stock of Target STI (the Company held by “Severance Amount”), paid in a lump sum on the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period sixtieth day following the Date of Termination Termination, provided that, if the Executive violates the covenants in Section 6 hereof, no further payment shall immediately become exercisable and shares of Common Stock be due under this subsection (i), or, if the Severance Amount has already been paid, the Executive shall repay to the Partnership an amount equal to 1/24 of the Company received upon exercise paid amount for each month between the date of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions violation and the aggregate number second anniversary of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) subject to Section 8.8(b), a pro-rata portion of the Company shall pay to STI the Executive in a lump sum in cash within 30 days after would otherwise have earned for the Date year of Termination termination based on the aggregate actual achievement of the following amounts: applicable performance targets, and with respect to full 8 year performance targets, the performance results shall be annualized (1) the sum determined by multiplying such amount of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) STI by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Executive is employed by the Company Group and the denominator of which is 365), paid in cash in a lump sum on the sixtieth day following the Date of Termination (the “Pro Rata STI”); (iii) immediate full vesting of any portion of the outstanding Stock Options and Annual Equity Awards that is unvested on the Date of Termination, and all outstanding stock option awards shall remain exercisable until the denominator earlier to occur of which is 365 the expiration of the applicable option term, and (C) the amount of any compensation previously deferred violation by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described covenants contained in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")Section 6 hereof; and (2iv) Executive shall be entitled to continued medical coverage at the amount equal to (A) the Executive's base salary Partnership’s expense for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity Executive and his spouse and other eligible dependents under the Company's bonus Company Group’s medical, dental and vision plan for until the most recently completed fiscal year; earlier of (iiix) for 12 eighteen (18) months after following the Date of Termination, and (y) the Executive becoming eligible for coverage under the health, dental or such longer period as may be provided by the terms of the appropriate vision insurance plan, programas applicable, practice or policyof a subsequent employer, provided that such period of continued medical coverage shall constitute coverage under COBRA, and provided further that in the event the Executive’s coverage terminates pursuant to (x), the Company Partnership shall continue to provide benefits to pay the Executive and the Executive's family at least a lump sum payment equal to those which would have been provided to them if six (6) times the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans monthly COBRA premium then in effect on within thirty (30) days of such termination of coverage (the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or providedunder this Section 5.4(b)(iv), the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other “Medical Continuation Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the The Company may terminate Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the without Cause and Executive may terminate his employment for Good Reason within 12 months following (as defined below), in each case upon thirty (30) days prior written notice. If, during the Change in Control DateTerm, then the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following benefitsin lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company within ten (10) business days: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Amounts; (ii) the Company shall pay to the Executive in a lump sum in cash severance payment, within 30 days after the Date of Termination the aggregate of the following amounts: ten (110) business days, equal to the sum of (A) the Executive's base salary through Base Salary for the Date balance of Terminationthe Term measured from the date of termination of employment pursuant to this Section 4(b) to the expiration date of the Term, and (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the an amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearyear immediately preceding such termination; (iii) continued coverage for 12 a period of twelve (12) months after commencing on the Date date of Terminationtermination (A) for Executive (and his eligible dependents, or if any) under the Company's health plans on the same basis as such longer period as may be provided coverage is made available to executives employed by the terms of the appropriate planCompany (including, programwithout limitation, practice or policyco-pays, the deductibles and other required payments and limitations) and (B) under any Company shall continue to provide benefits life insurance plan in which Executive was participating immediately prior to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives date of the Company and its affiliated companiestermination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) full vesting of all options and shares of restricted stock previously granted to Executive, with all outstanding options remaining exercisable for their originally scheduled respective terms (other than any incentive stock options granted to Executive prior to the extent date hereof that do not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (for such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"continued exercisability in accordance with their terms); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If Subject to the Executive's employment with provisions of Section 8(b) below and subject to reduction to take into account any payments pursuant to (1) below, if prior to the Company Expiration Date of this Agreement or its termination pursuant to Sections 7(a)- 7(d) or 7(f) hereof, this Agreement is terminated by the Company (other than for Causepursuant to Section 7(e) above, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled receive within five (5) business days of the date of satisfaction of the provisions of Section 8(b) the following: (y) an amount equal to the following benefits: (i) (A) the vesting schedule balance of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that Executive's then annual Base Salary which would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or been paid over the remainder of the option term if less than six months); of this Agreement pursuant to Section 4 hereof, and (iiz) the Company "Expiration Payment", as such term is defined in subsection 8(c) below, calculated as of the date of termination. Executive shall: (1)solely in the event the conditions of Section 8(b) have not been satisfied, receive his current Base Salary through the remainder of the term of this Agreement and the Expiration Payment calculated as of the date of termination. All payments pursuant to this subsection 8(a)(iv)(1) shall pay be made when such payments would have otherwise been due under this Agreement; (2) immediately be vested in all stock options not otherwise already vested; and (3) continue to receive all benefits or additional amounts described in Section 5 hereof, for the period between the termination date and the Expiration Date. The benefits or additional amounts described in Section 5 shall be paid or provided to Executive as and when such amounts or benefits would have been paid to Executive had such termination not occurred until the first to occur of:(x) the Expiration Date, (y) Executive's Death, or (z) until such time as Executive obtains other employment which offers such benefits to its employees of similar stature with the Executive and Executive is eligible to receive such benefits. In the event any benefit obtained or available to the Executive in a lump sum his new employment is less than such benefit being provided pursuant to Section 5, the Company will provide for or pay the monetary costs of such incremental benefits. In the event such benefits or additional amounts cannot be provided under the terms of any plan, the monetary value of substitute coverage for any such additional amounts or benefits shall be paid in cash within 30 days after the Date lieu of Termination the aggregate continued participation under such plan. All of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid payments or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred benefits to be received by the Executive (together with any accrued interest or earnings thereonafter the termination of this Agreement pursuant to this Section 8(a)(iv) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued ObligationsSeverance Benefits"); and . THE SEVERANCE BENEFITS PROVIDED IN THIS SECTION 8(a)(iv) SHALL BE PAID TO EXECUTIVE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EXECUTIVE WOULD HAVE WITH RESPECT TO (2i) the amount equal to (ATHE TERMINATION OF THIS AGREEMENT,(ii) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; ANY COMPENSATION DUE EXECUTIVE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND (iii) for 12 months after the Date of TerminationTHE INJURY TO EXECUTIVE'S REPUTATION AS A RESULT OF SUCH TERMINATION. IN CONNECTION THEREWITH, or such longer period as may be provided by the terms of the appropriate planTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EXECUTIVE WITH RESPECT THERETO AND THAT SUCH SEVERANCE BENEFITS SHALL CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH RESPECT TO EXECUTIVE'S CLAIMS. FURTHERMORE, programEXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE HIS DAMAGES BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, practice or policyAS THE DAMAGES RESULTING TO HIM AS A CONSEQUENCE OF THE LOSS OF THE UNIQUE EMPLOYMENT ARRANGEMENT SET FORTH HEREIN COULD NOT BE MITIGATED BY SEEKING EMPLOYMENT ELSEWHERE, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.NOR SHALL ANY MONIES EARNED BY EXECUTIVE IN ANY CAPACITY AFTER SUCH TERMINATION OR BREACH ACT TO REDUCE SUCH DAMAGES OR THE AMOUNT OF ANY SEVERANCE BENEFITS TO WHICH EXECUTIVE IS ENTITLED HEREUNDER. _______ _______ Initial Initial

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is hereunder shall be terminated by the Company (other than for without Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date(and, then the Executive shall be entitled with respect to the following benefits: (i) (A) the vesting schedule of each outstanding option awards referred to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses subparagraphs (A), (BD), (E) and (CF) below, in the case of a termination of Executive’s employment pursuant to paragraph 2.2(i) or 2.2(ii) of this Agreement), then in addition to the payments and benefits described in paragraph 4.1, the Employers shall be hereinafter referred to as provide Executive with the "Accrued Obligations"); andfollowing: The Employers shall: (2) the amount equal to (A) the Executive's base salary for the six months prior cause all Pre-Merger Awards then outstanding to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or become fully vested and payable upon such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, termination in accordance with the applicable Benefit Plans in effect terms of such awards (taking into account the provisions of paragraph 3.2(c)(ii) hereof); (B) pay Executive on the Measurement Date oreffective date of such termination a lump sum, if more favorable cash payment in an amount equal to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; Termination Payment (provided, however, that if the Executive becomes reemployed with another employer payment of the Termination Payment would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is eligible to receive a particular type not delayed as provided in Section 409A(a)(2)(B)(i) of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive Code and his or her family as those being provided by the Companyregulations thereunder, then such amount shall be paid within five business days after the Company shall no longer be required to provide those particular benefits to the Executive and his or her familySection 409A Payment Date); (ivC) provide Executive with Outplacement and Related Services (as such term is defined in paragraph 4.7 and for the time periods described therein; provided, however, that to the extent not previously paid or the benefits provided to Executive under clauses (2) and (3) of the definition of Outplacement and Related Services and any other miscellaneous separation pay benefits subject to Section 409A of the Code that are provided to Executive during the first six-months following Executive’s termination of employment have an aggregate value in excess of the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year in which such termination occurs, Executive shall pay to the Employers, at the time such benefits are provided, the Company fair market value of such benefits, and the Employers shall timely pay reimburse Executive (with interest thereon at the Aa Corporate Bond Rate (as defined in paragraph 3.5(vii), but determined as of the last day of the second month preceding the first day of the month coinciding with or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive next following the date of Executive's ’s termination of employment)) for any such payment not later than the fifth day following the expiration of such six-month period); If the payment of the Termination Payment is delayed as provided in paragraph 4.2(B), then interest on such delayed payment for the period beginning on the date of Executive’s termination of employment and ending on the date of the payment of the Termination Payment at the Aa Corporate Bond Rate (as determined as provided in paragraph 4.2(C)) shall also be paid by the Employers to Executive at the time of the payment of the Termination Payment. (i) With respect to the Annual Grant described in the first sentence of Section 3.2(c)(i), if such Annual Grant is outstanding immediately prior to the date of termination: (x) the portion of such Annual Grant which is not then vested and which is subject only to time-based vesting shall immediately vest and become immediately payable in full, and (y) the portion of such Annual Grant which is not then vested and which is subject to performance-based vesting shall vest and become payable (without proration) at the same time as payments are made to other participants under any planthe applicable programs, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period); (ii) With respect to all other Annual Grants made outstanding immediately prior to the date of termination: (x) the portion of each such Annual Grant which is not then vested and which is subject only to time-based vesting shall vest and become immediately payable on a pro rata basis, based on the number of full months in the vesting period that had elapsed immediately prior to the date of such termination, and (y) the portion of each such Annual Grant which is not then vested and which is subject to performance-based vesting shall vest and become payable at the same time as payments are made to other participants under the applicable programs, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period), subject, however, to pro ration based on the number of full months in the applicable performance period that had elapsed immediately prior to the date of such termination; (E) The Integration Award, if outstanding at the date of such termination, shall vest and become payable (without proration) at the same time as payments are made to other participants under the applicable program, policy, practice, contract or agreement based on actual achievement of integration goals (as if Executive had remained employed through the end of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"applicable performance period); and (vF) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered entitled to have receive an annual cash bonus for the year of termination, payable at the same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed by through the Company until 12 months after end of the Date applicable performance period), subject, however, to pro ration based on the number of Terminationdays in the applicable performance period that had elapsed prior to the date of termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is shall be terminated by the Company without Cause (other than for Causepursuant to Section 6(a)(v)), Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date(pursuant to Section 6(a)(iv)), then the Executive shall be entitled and subject to the following benefits:Company's receipt of a general release in its customary form, the Company shall (i) pay to Executive (A) all base Salary due for the vesting schedule of each outstanding option period prior to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period termination, plus (B) either a lump sum cash payment as soon as practicable following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by Termination, or, in the Company's discretion, in twenty-four (B24) monthly installments in accordance with the Company's normal payroll practices, an amount equal to two (2) times the sum of (i) Executive's then-current rate of Annual Base Salary and (ii) the vesting schedule Bonus Executive was awarded in the prior year (the "Bonus Portion"), provided that such Bonus Portion shall not be less than 60% of each outstanding restricted stock award Executive Deemed Bonus and provided further that, if Executive's employment shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase terminated by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrarywithin two years after a Change of Control, each such option Bonus Portion shall continue to not be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)two (2) times Executive's Deemed Bonus; (ii) accelerate the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate vesting of the following amounts: Options referred to in Paragraph 5(c) hereof as are necessary to result in Executive's having after such acceleration, when considered with such Options vesting prior to such acceleration, not less than the greater of (1a) 125,000 or (b) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or that portion thereof which has been earned but deferred) for the most recently completed fiscal year already vested and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearan additional 83,250 options; (iii) for 12 months after accelerate the Date removal of Termination, or such longer period restrictions on the Restricted Shares referred to in Paragraph 5(d) hereof as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue are necessary to provide benefits to the Executive and the result in Executive's family at least equal having after such acceleration, when considered with such Restricted Shares having had their restriction removed prior to those which would have been provided to them if the Executive's employment had not been terminatedsuch acceleration, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives a minimum of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall 24,000 Restricted Shares no longer be required subject to provide those particular benefits to the Executive and his or her familysuch restrictions; (iv) continue to provide Executive with all employee benefits and perquisites which Executive was participating in or receiving at the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's time of termination of employment under any plan, program, policy, practice, contract until the earlier of two years from the Date of Termination or agreement Executive's receipt of the Company and its affiliated companies (such other amounts and comparable benefits shall be hereinafter referred to as the "Other Benefits"); andfrom a successor employer; (v) for purposes pay the cost of determining eligibility up to 24 months, as required, of executive-level out-placement services (but not including the time use of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.an office and secretarial support); and

Termination Without Cause or for Good Reason. If In addition to the Executiveother termination rights provided to the Company or Employee hereunder, the Company may terminate Employee's employment without Cause at any time and Employee may terminate Employee's employment for Good Reason at any time; PROVIDED, however, that: (a) Employee's covenants and obligations set forth in Sections 7, 8, 9, 10, 11, 12 and 13 shall remain in effect and be fully enforceable in accordance with the Company provisions thereunder; and (b) in the event that Employee's employment is terminated by the Company (other than for without Cause, Disability or death) or by the Executive Employee for Good Reason within 12 months following Reason, at any time prior to the Change in Control Datefirst anniversary of this Agreement, then the Executive then, subject to Section 16(d), Employee shall be entitled to the following benefits: receive (i) (Athe installments of base salary set forth in Section 4(a) the vesting schedule of each outstanding option not yet paid to purchase shares of Common Stock of the Company held by the Executive shall such Employee, payable when and as if Employee had continued to be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase employed by the Company until the six-month anniversary of the date of such termination; and (Cii) notwithstanding the Benefits set forth in Section 5(b) for such period of time; and (c) in the event that Employee's employment is terminated by the Company without Cause, or by Employee for Good Reason, at any provision time after the first anniversary of this Agreement, then, subject to Section 16(d), Employee shall be entitled to receive (i) the installments of base salary set forth in any applicable option agreement Section 4(a) not yet paid to such Employee, payable when and as if Employee had continued to be employed by the Company the one-year anniversary of the date of such termination; and (ii) the Benefits set forth in Section 5(b) for such period of time. (d) Notwithstanding anything to the contrarycontrary in Sections 16(b) or (c), each such option shall continue to be exercisable by if Employee commences full time employment or enters into a consulting arrangement with a Person other than the Executive Company (to a "New Employer") during the extent such option was exercisable on the Date of Termination) for a period of six months following time that the Date of Termination Company would otherwise be providing severance benefits to Employee pursuant to Sections 16(b) or (or c) (the remainder of "Severance Period"), then (i) any cash compensation earned by Employee from a New Employer during the option term if less than six months); Severance Period shall be credited toward the Company's severance obligations under this Section 16, and (ii) the Company shall have no obligation to provide or pay for any type of Benefits that the New Employer provides to Employee; provided, that the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate quality of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be benefits provided by the terms of the appropriate plan, program, practice New Employer are equivalent or policy, the Company shall continue to provide benefits superior to the Executive and the Executive's family at least equal to those which would have been Benefits provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided paid for by the Company, then . Employee agrees to inform the Company shall no longer be required to provide those particular benefits to the Executive and his promptly in writing if he commences employment or her family; (iv) to the extent not previously paid enters into a consulting arrangement with a New Employer while he is receiving severance payments or provided, Benefits from the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationPolaris.

Termination Without Cause or for Good Reason. If the Executive's employment with shall terminate without Cause (pursuant to Section 6(a)(v)) (which for this purpose shall include any termination by reason of the Company is terminated by Company's non-extension or non-renewal of this Agreement beyond the Company (other than for CauseInitial Term, Disability Extension Term or death) otherwise), or by the Executive for Good Reason within 12 months following the Change in Control Date(pursuant to Section 6(a)(iv)), then the Executive shall be entitled and subject to the following benefits: receipt of mutual releases in form reasonably acceptable to the parties, the Company shall (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination the aggregate of the payment as soon as practicable following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, or, in its discretion, in monthly installments during the applicable term described in Section (9)(a), the prorated portion of the Bonus to which he would otherwise be entitled for the year of termination and an amount equal to the sum of two times (A) his then current rate of Annual Base Salary and (B) the product amount of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) his Deemed Bonus for the most recently completed fiscal year and (y) of termination; provided, however, that on or after a fractionChange in Control, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the such amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (shall be three times the sum of the amounts described his current rate of Annual Base Salary plus Deemed Bonus, (ii) except as otherwise provided in clauses (ASection 5(c)(i)(C), (B)cause to become vested that number, and (C) shall be hereinafter referred to if any, of his then unvested Base Options as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to would have been vested as of the Date of Termination plus (B) 50% if all of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue his Base Options had been subject to provide benefits to the Executive and the Executive's family at least vesting in equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect installments on the Measurement Date or, if more favorable to first three December 31's that follow the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives date of the Company and its affiliated companiesgrant; provided, however, that if the Executive becomes reemployed with another employer and Date of Termination is eligible on or prior to receive a particular type of benefits (e.g.December 31, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company1999, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement one-third of the Company and its affiliated companies Base Options shall become exercisable, (such other amounts and benefits shall be hereinafter referred iii) if the Closing Price on the day prior to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationTermination represents at least a 27.5% annual compound rate of appreciation from the Closing Price on the Effective Date, then (A) cause to become vested that number, if any, of his then unvested Incentive Options described in Section 5(c)(iii)(A) as would have been vested as of the Date of Termination if all of such Incentive Options had been subject to vesting in equal installments on the first three December 31's that follow the date of grant, and (B) cause to become vested that number, if any, of his then unvested Incentive Options described in Section 5(c)(iii)(B) as would have been vested as of the Date of Termination if all of such Incentive Options had been subject to vesting in equal installments on the first five December 31's that follow the date of grant.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability terminates Employee without Cause or death) or by the Executive if Employee terminates this Agreement for Good Reason within 12 months following Reason, subject to Employee signing and not revoking the Change in Control DateSeverance Agreement and General Release attached hereto as Exhibit A (“Severance Agreement”), then the Executive Employee shall be entitled to receive the following benefitspayments and benefits described in Section 6.5.2(a) – (e) at the dates specified therein: (ia) Within fifty-three (A53) days after the vesting schedule of each outstanding option Termination Date (provided that in the event that such fifty-three day period begins in one taxable year and ends in the subsequent taxable year for the Employee, payment shall be made in the subsequent taxable year on or prior to purchase shares of Common Stock the end of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the twofifty-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companythree day period), (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to Employee a lump-sum payment equal to (i) the Executive amount equal to Employee’s annual salary, based on the annual salary in a lump sum in cash within 30 days effect on the date of termination, multiplied by 1.5 (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings, including benefit deductions); plus (ii) the amount of any deferred bonus from the current fiscal year that has not been paid to Employee; plus (iii) all amounts payable on or before the Termination Date to Employee under grants made pursuant to the Project Completion Bonus Plan. (b) Employee shall also be entitled to receive (i) any bonuses that Employee would have been entitled to receive after the Termination Date pursuant to the 2011 Bonus Program (excluding therefrom the deferred portion of Termination any bonus already earned by Employee) had he/she continued to be employed by the aggregate Company through the remainder of the following amounts:Term; provided, that, any bonus from the 2011 Bonus Program paid under this Section 6.5.2(b) after the Termination Date shall be paid in full on or before July 1, 2011 for the First Quarter Bonus, August 15, 2011 for the Second Quarter Bonus, November 15, 2011 for the Third Quarter Bonus and March 1, 2012 for the Fourth Quarter Bonus (as such terms are defined in the Bonus Program), in each case, if applicable, and (ii) the deferred portion of his/her 2010 Bonus, which shall be paid in accordance with the provisions of the 2010 Bonus Program for the deferred portion of Employee’s 2010 bonus. (c) If Employee has been awarded grants under the Project Completion Bonus Plan during Employee’s employment with the Company through and including the Termination Date for projects that have not yet been completed as of the Termination Date, Employee shall be paid the bonuses payable to Employee under such grants upon completion of each such project; provided, that, if the Project Completion Bonus for any such project cannot be determined by March 1, 2012, the Company shall in good faith estimate the amount of the Project Completion Bonus that Employee would be entitled to receive for such project and pay to Employee such estimated amount by March 15, 2012 in full satisfaction of the Company’s obligations under this Section 6.5.2(c). (d) In the event Employee timely makes an election under Sections 601 through 607 of Employee Retirement Income Security Act of 1974, as amended (commonly known as COBRA) to qualify to continue to receive health benefits coverage for Employee and his/her dependents under the same plan(s) or arrangement(s) under which Employee was covered immediately before his/her termination of employment, as such plan(s) or arrangement(s) provided by the Company or any of its subsidiaries thereafter may change or be amended from time to time, for until the earlier of (i) the sum later of (A) the Executive's base salary through date that is six (6) months after the Termination Date of Termination, or (B) the product expiration of the Term, or (xii) the annual bonus paid date Employee becomes covered under any other group health plan or payable group disability plan (including any bonus or portion thereof which has been earned but deferredas the case may be) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred not maintained by the Executive (together with Company or any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policyits subsidiaries, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesreimburse Employee for all payments made by Employee for such COBRA benefits; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., such other group health insurance benefits) from plan excludes any pre-existing condition that Employee or Employee’s dependents may have when coverage under such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or providedgroup health plan would otherwise begin, the Company shall timely pay or provide continue to reimburse Employee for COBRA payments with respect to such pre-existing condition until the Executive any other amounts or benefits required to be paid or provided or which earlier of (A) the Executive is eligible to receive following the Executive's termination of employment date that such exclusion under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as group health plan lapses or expires or (B) the "Other Benefits"); and period described in clause (v) for purposes of determining eligibility (but not the time of commencement of benefitsi) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationthis Section 6.5.2(d).