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

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason (as defined below), then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective date.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated without Cause (as defined below and other than as a result of Executive’s death or disability), or if the Executive resigns his employment for Good Reason (as defined below), then the Company shall pay the Executive any base salary and accrued earned but unpaid Base Salary and unused vacation benefits earned accrued (if applicable) through the date of termination, at the rate rates then in effect at the time of terminationeffect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) within that is nonrevocable prior to the time period specified therein, but in no event later than forty-five Release Date (45) days following Executive’s terminationas defined below), and if the Executive allows such the Release to become effective in accordance with its terms, then the Executive shall be entitled to: receive an (1i) severance in an Annual Performance Bonus for the form year of continuation termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s salary (at the Base Salary rate for the one year period following termination, payable in effect at the time of terminationequal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for a period of COBRA coverage for twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in of employment, which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of taxable to the shares subject Executive, to such options and/or awardsthe extent required by applicable law. The severance installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to standard required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll deductions and withholdings and practices will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid included in a lump sum on the first payroll period that follows such effective datepayment.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disabilitybelow), or if Executive resigns his employment for Good Reason (as defined below), then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective date.

Termination Without Cause or Resignation for Good Reason. If the Company terminates at any time Executive’s employment is terminated without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason (as both are defined below), then the Company shall pay Executive any earned but unpaid base salary and accrued and unused vacation benefits earned accrued through the date of termination, at the rate rates then in effect at the time of terminationeffect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company Company, which may include an obligation for Executive to provide reasonable transition assistance (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive the Company shall be entitled to: (1) severance in the form of continuation continue payment of Executive’s salary (at the Base Salary rate as in effect at immediately preceding the time last day of termination) the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid in a lump sum on the first payroll period date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date. In addition, in the event that Executive elects COBRA continuation coverage, the Company shall pay Executive’s COBRA premiums until the earlier of twelve months following the termination of employment or the date Executive becomes eligible for coverage under another employer’s health plan.

Termination Without Cause or Resignation for Good Reason. If the (a) The Company terminates may terminate Executive’s employment hereunder at any time without Cause (as defined below and other than as a result by reason of Disability) upon written notice to Executive’s death or disability), or if . Executive resigns may terminate his employment hereunder for Good Reason upon written notice to the Company in accordance with the definition thereof. (as defined belowb) If Executive’s employment is terminated pursuant to Section 5.1(a), then the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except: (i) the Company shall pay to Executive any base salary and accrued and unused vacation benefits earned through the Accrued Obligations; (ii) the Company shall pay to Executive an amount equal to six (6) months of Executive’s Base Salary (as in effect immediately prior to the date of termination), at which shall be payable, subject to Section 5.1(c) and Section 5.5, in equal installments in accordance with the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company Company’s then-customary payroll practices for executives (the “ReleaseSeverance Payments”); and (iii) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: to exercise outstanding options or other equity-based awards granted by the Company to Executive in accordance with the terms of the applicable incentive plan and award agreements. (1c) severance The Company’s payment of the Severance Payments shall be contingent upon Executive executing the Release described in Section 7.12 below, which must be executed by Executive and become effective (and non-revocable) within sixty (60) days after the Termination Date. Subject to Section 5.5 hereof, the Severance Payments shall commence on the first regular payroll date of the Company that occurs after the date that is sixty (60) days after the Termination Date and the Severance will be provided in the form of continuation salary continuation, payable in accordance with the normal payroll practices of Executive’s salary (at the Base Salary rate in effect at Company, and the time first shall include the cumulative amount of termination) for a payments that would have been paid to Executive during the period of twelve (12) months time between the Termination Date and the commencement date had such payments commenced immediately following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awardsTermination Date. The severance payments will be subject Company shall have no obligation to standard payroll deductions and withholdings and will be made on provide the Company’s regular payroll cycle, provided, however, Severance Payments in the event that any payments otherwise scheduled to be made prior to Executive breaches the effective date provisions of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateARTICLE 6 of this Agreement.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary and all accrued and unused vacation benefits earned unpaid Base Salary through the date of termination, such cessation of employment at the rate time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (ii) to the extent then unpaid, the Company shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage; and (v) to the extent such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (x) the Company shall pay to Executive an amount equal to the Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Section 9(a)(ii) - 9(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified therein, but provisions of the Proprietary Information and Assignment Agreement (defined below). Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in no event Section 9(a)(ii) will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”), or the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and if Executive allows such Release 9(a)(iv) will commence to become effective in accordance with its termsbe paid on the Settlement Date, then Executive shall be entitled to: (1) severance in provided that the form of continuation initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such yearemployment; and (3z) accelerated vesting the payment of any unvested shares subject an amount equal to any outstanding stock options and/or other equity awards, such that, the Target Bonus described in Section 9(a)(v) will be paid on the effective date later of the Release, Settlement Date or the Executive shall be vested tenth (10th) day following the Change in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateControl.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated without Cause (as defined below and other than as a result of Executive’s death or disability), or if the Executive resigns his employment for Good Reason (as defined below), then the Company shall pay the Executive any base salary and accrued earned but unpaid Base Salary and unused vacation benefits earned accrued (if applicable) through the date of termination, at the rate rates then in effect at the time of terminationeffect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) within that is nonrevocable prior to the time period specified therein, but in no event later than forty-five Release Date (45) days following Executive’s terminationas defined below), and if the Executive allows such the Release to become effective in accordance with its terms, then the Executive shall be entitled to: receive an (1i) severance in an Annual Performance Bonus for the form year of continuation termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s salary (at the Base Salary rate for the nine (9) month period following termination, payable in effect at the time of terminationequal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for a period of twelve COBRA coverage for nine (129) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in of employment, which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of taxable to the shares subject Executive, to such options and/or awardsthe extent required by applicable law. The severance installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to standard required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll deductions and withholdings and practices will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid included in a lump sum on the first payroll period that follows such effective datepayment.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If the Company terminates the Executive’s employment during the Contract Period without Cause (as defined below and other than as a result of Executive’s death or disability), or if the Executive resigns his employment Resigns for Good Reason (as defined below)during the Contract Period, then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date shall, subject to section 12 hereof: a. within 20 business days of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional of employment, pay the Executive a lump sum severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and three (3) accelerated vesting of times the Executive’s highest annual compensation paid during or for a calendar year, in any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Releasethree calendar years immediately prior to the Change-in-Control, where annual compensation means (i) salary paid during a calendar year (including any 401(k) plan deferral) plus (ii) cash bonuses awarded to the Executive shall be vested for such calendar year, regardless of when paid. b. within 20 business days of the termination of employment, pay the Executive in an amount equal to three (3) times one hundred percent (100%) of the shares subject premium of the life insurance coverage provided to such options and/or awardsa similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment); and c. within 20 business days of the termination of employment, pay the Executive a lump sum amount equal three (3) times one hundred twenty-five percent (125%) of (A) the aggregate annual COBRA premium amounts (based upon COBRA rates then in effect) and annual dental coverage premium amounts, reflecting what was being provided to the Executive (and his spouse and family) at the time of termination of employment, minus (B) the aggregate annual amount of any employee contribution that would have been required of the Executive (determined as of the termination of employment). The severance payments will be subject Executive shall not have a duty to standard payroll deductions and withholdings and will be made on mitigate the damages suffered by the Executive in connection with the termination by the Company of the Executive’s employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive any lump sum amounts or other benefits due the Executive hereunder, the Executive, after giving 10 days’ written notice to the Company identifying the Company’s regular payroll cyclefailure, provided, however, that any payments otherwise scheduled shall be entitled to be made prior to recover from the effective date Company on a monthly basis as incurred all of the Release Executive’s reasonable legal fees and expenses incurred in connection with enforcement against the Company of the terms of this Agreement. The Executive shall accrue be denied payment of legal fees and be paid expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and not in a lump sum on the first payroll period that follows such effective dategood faith.

Termination Without Cause or Resignation for Good Reason. If 6.1 The Board reserves the Company terminates Executive’s employment right to terminate Executive from his then current position without cause at any time upon at least three months prior written notice. The failure of the Board to elect Executive as Chief Executive Officer during the annual election of officers shall also be deemed termination without cause for purposes of this Agreement unless, before the election, the Board has sent the written notice initiating termination for Cause (as defined below provided in paragraph 11.1, and other than as a result of Executive’s death or disability), or if Executive resigns is thereafter terminated for Cause. Executive reserves the right to resign his employment position for Good Reason (as defined below), then in paragraph 11.2 herein) by giving the Company shall pay 30 days written notice which states the reason for his resignation. For purposes of this Agreement, Good Reason does not include changes that are expressly permitted by this Agreement. 6.2 Upon Executive's termination without cause or resignation from his position with Good Reason as described in paragraph 6.1 above: (a) Executive any base salary and accrued and unused vacation benefits earned through will continue in employee status as a consultant-employee for two years beginning on the date of termination, such termination without cause or resignation with Good Reason (the "Transition Period"). His stock options and any restricted stock will continue in force for vesting purposes during the Transition Period. Any unvested stock options and unvested shares of restricted stock that do not vest during the Transition Period will be forfeited. (b) Executive will become vested at the retirement rate under the Executive Deferred Compensation Plan ("EDCP") on the date of such termination without cause or resignation with Good Reason. (c) Executive will continue to receive his then-current salary rate and the right to participate in effect at the time Company's benefit plans during the Transition Period but he will no longer be eligible for bonus, stock option or restricted stock grants or any other long term incentive awards then in effect. (d) After the expiration of terminationthe Transition Period, less standard deductions and withholdings. In addition, if Executive furnishes will be entitled to the Company an executed waiver and release of claims lifetime group insurance benefits described in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateparagraph 5.2.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated without Cause (as defined below and other than as a result of Executive’s death or disability), or if the Executive resigns his employment for Good Reason (as defined below), then the Company shall pay the Executive any base salary and accrued earned but unpaid Base Salary and unused vacation benefits earned accrued (if applicable) through the date of termination, at the rate rates then in effect at the time of terminationeffect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) within that is nonrevocable prior to the time period specified therein, but in no event later than forty-five Release Date (45) days following Executive’s terminationas defined below), and if the Executive allows such the Release to become effective in accordance with its terms, then the Executive shall be entitled to: receive an (1i) severance in an Annual Performance Bonus for the form year of continuation termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s salary (at the Base Salary rate for the six (6) month period following termination, payable in effect at the time of terminationequal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for a period of twelve COBRA coverage for six (126) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in of employment, which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of taxable to the shares subject Executive, to such options and/or awardsthe extent required by applicable law. The severance installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to standard required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll deductions and withholdings and practices will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid included in a lump sum on the first payroll period that follows such effective datepayment.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary and all accrued and unused vacation benefits earned unpaid Base Salary through the date of termination, such cessation of employment at the rate time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (ii) to the extent then unpaid, the Company shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for herself and her eligible dependents for the Severance Period, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage; and (v) to the extent such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (x) the Company shall pay to Executive an amount equal to the Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Section 9(a)(ii) - 9(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified therein, but provisions of the Proprietary Information and Assignment Agreement (defined below). Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in no event Section 9(a)(ii) will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”), or the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and if Executive allows such Release 9(a)(iv) will commence to become effective in accordance with its termsbe paid on the Settlement Date, then Executive shall be entitled to: (1) severance in provided that the form of continuation initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such yearemployment; and (3z) accelerated vesting the payment of any unvested shares subject an amount equal to any outstanding stock options and/or other equity awards, such that, the Target Bonus described in Section 9(a)(v) will be paid on the effective date later of the Release, Settlement Date or the Executive shall be vested tenth (10th) day following the Change in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateControl.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause (as defined below and Not in Connection with a Change in Control. If, at any time other than as within the three (3) months immediately preceding or twelve (12) months immediately following the effective date of a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason Change in Control (as defined below), then Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to Executive’s voluntary resignation for Good Reason, the Company shall pay Executive any base salary and all Base Salary, accrued and unused vacation paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rate rates in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes upon Executive’s furnishing to the Company an executed effective waiver and release of claims in a substantially similar to the form to be provided by the Company attached hereto as Exhibit A (the “ReleaseRelease and Waiver”) within the time period specified frame set forth therein, but in no event later than forty-five (45) days following Executive’s terminationtermination date, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance payments in an aggregate amount up to twelve (12) months of Executive’s then-current Base Salary, paid to Executive on the form Company’s regular paydays until the earlier of (i) the date that is twelve (12) months following Executive’s termination or (ii) the date as of which Executive commences employment with another employer, subject to standard payroll deductions and withholdings, with the first such payment being made on the first payday following the date the Release and Waiver becomes effective (it being understood that such first payment shall include any amounts otherwise payable hereunder on paydays that occur prior to the date the Release and Waiver becomes effective); (2) provided that Executive timely elect such coverage, the continuation of Executive’s salary group health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) at the Base Salary rate in effect at the time of termination) Company’s expense for a period of twelve (12) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (23) an additional severance a lump sum payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effectivethen-current Target Bonus, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings withholdings, payable within thirty (30) days of the date the Release and will Waiver becomes effective / the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be made on accelerated as of the Company’s regular payroll cycledate of such termination, provided, however, such that any payments otherwise scheduled a number of such shares shall be vested as if Executive had continued to be made prior to employed until the effective twelve (12) month anniversary of the date of such termination (collectively, the Release shall accrue and be paid in a lump sum on “Severance Benefits”). In the first payroll period that follows such effective dateevent Executive is eligible for Severance Benefits under this Section 3.3, Executive is not eligible for any Change In Control Severance Benefits under Section 3.4 below.

Termination Without Cause or Resignation for Good Reason. If the If (1) Company terminates ExecutiveEmployee’s employment without during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below and other than as a result of Executivebelow); or (2) if Employee resigns from Employee’s death or disability), or if Executive resigns his employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), then divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect at immediately prior to such termination) for Employee and Employee’s covered dependents until the time earliest of termination(A) the date that is three (3) months following the Date of Termination, less standard deductions (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and withholdings. In additionCOBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, if Executive furnishes and allow to the Company an executed waiver and become effective, a mutually-approved separation agreement, which shall include a full general release of claims in a form acceptable to be provided by the Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, ); and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination on or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the Executive surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, that defame or disparage the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates, except for any statements that constitute protected or privileged conduct under applicable law. All other Company obligations to Employee will be automatically terminated and completely extinguished except as provided by law. In the event that Employee is terminated without Cause or Employee terminates his employment without Good Reason, Employee shall be vested in one hundred percent (100%) of the shares subject under no obligation to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that mitigate any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective datedamages.

Termination Without Cause or Resignation for Good Reason. If Executive' s employment under this Agreement is terminated by the Company terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason (as defined below)Reason, then then, in addition to the amounts described in Section 4.5.1 , and conditioned upon Executive executing and not revoking the Release within the time periods specified therein, the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through will provide the date of termination, following separation benefits: (i) the Company will continue Executive' s Base Salary (at the rate in effect at as of the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of (A) six (6) months if the termination occurs within two (2) years following the Effective Date, or (B) twelve (12) months if the termination occurs more than two (2) years following the Effective Date, in either case beginning on the sixtieth (60th) day following the termination dateof Executive' s employment with the Company; (2ii) an additional severance payment equal Executive shall be entitled to Executive’s target bonus a pro-rata share of the Annual Milestone Bonus for the year in which the qualifying termination or resignation is effectiveoccurred, pro rated for the number of days Executive was employed by the Company in to be paid when and if such yearAnnual Milestone Bonus would have been paid under this Agreement; and (3iii) accelerated vesting of any unvested shares subject if Executive timely elects continued health insurance coverage under COBRA, the Company shall pay the entire premium necessary to any outstanding stock options and/or other equity awards, continue such that, on coverage for Executive and Executive's eligible dependents until the effective date conclusion of the Releasetime when Executive is receiving continuation of Base Salary payments or until Executive becomes eligible for group health insurance coverage under another employer's plan, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awardswhichever occurs first. The severance Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s 's regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective date.

Termination Without Cause or Resignation for Good Reason. If the Company terminates at any time Executive’s employment is terminated without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason (as both are defined below), then the Company shall pay Executive any earned but unpaid base salary and accrued and unused vacation benefits earned accrued through the date of termination, at the rate rates then in effect at the time of terminationeffect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive the Company shall be entitled to: (1) severance in the form of continuation continue payment of Executive’s salary (at the Base Salary rate as in effect at immediately preceding the time last day of termination) the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, dates (the “Severance Payments”); provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid in a lump sum on the first payroll period date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date. In addition, in the event that Executive elects COBRA continuation coverage, the Company shall pay Executive’s COBRA premiums until the earlier of twelve months following the termination of employment or the date Executive becomes eligible for coverage under another employer’s health plan (the “COBRA Benefits”, and together with the Severance Payments, the “Severance Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary and all accrued and unused vacation benefits earned unpaid Base Salary through the date of termination, such cessation of employment at the rate time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (ii) to the extent then unpaid, the Company shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage; and (v) to the extent such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (x) the Company shall pay to Executive an amount equal to the Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Section 9(a)(ii)- 9(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified therein, but provisions of the Proprietary Information and Assignment Agreement (defined below). Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in no event Section 9(a)(ii)will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”), or the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and if Executive allows such Release 9(a)(iv) will commence to become effective in accordance with its termsbe paid on the Settlement Date, then Executive shall be entitled to: (1) severance in provided that the form of continuation initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such yearemployment; and (3z) accelerated vesting the payment of any unvested shares subject an amount equal to any outstanding stock options and/or other equity awards, such that, the Target Bonus described in Section 9(a)(v) will be paid on the effective date later of the Release, Settlement Date or the Executive shall be vested tenth (10th) day following the Change in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateControl.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary the Accrued Obligations (as defined below) at the time such Accrued Obligations would otherwise be paid according to the Company’s usual payroll practices; (ii) to the extent then unpaid, the Company shall pay to Executive the Earned Bonus (as defined below); (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (i) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the applicable premium otherwise payable for COBRA continuation coverage for Executive and accrued his eligible dependents, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage until the earlier of (x) the end of the Severance Period, or (y) such date as Executive becomes eligible for group health insurance through another employer; and (v) if such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (x) the Company shall pay to Executive an amount equal to the Target Bonus, and unused vacation benefits earned through (y) all outstanding equity awards that are subject to vesting based solely on the passage of time and Executive’s continued employment shall become vested upon the later of the date of terminationExecutive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 10(a) or pursuant to COBRA, at the rate in effect all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 10(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Sections 10(a)(ii) - 10(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified therein, but provisions of the Restrictive Covenants Agreement. Subject to Section 11 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in no event Section 10(a)(ii) will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”), and if Executive allows or the date such Release annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Sections 10(a)(iii)- 10(a)(iv) will commence to become effective in accordance with its termsbe paid on the Settlement Date, then Executive shall be entitled to: (1) severance in provided that the form of continuation initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such yearemployment; and (3z) accelerated vesting the payment of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, the Target Bonus amount described in Section 10(a)(v)(x) will be paid on the effective date later of the Release, Settlement Date or the Executive shall be vested tenth (10th) day following the Change in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateControl.

Termination Without Cause or Resignation for Good Reason. If the Company terminates The Employment Term and Executive’s employment without Cause (as defined below and other than as a result of may be terminated by Executive’s death or disability), or if Executive resigns his employment resignation for Good Reason (as defined below), then or by the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through without Cause. In the date event of such resignation or termination, at Executive is entitled to receive the rate in effect at the time Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6 and Section 7 of termination, less standard deductions this Agreement and withholdings. In addition, if Executive furnishes to the Company an executed waiver and (y) timely execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form to be provided by the Company (the “Release”) ), and the Release becoming effective according to its terms within the time period specified therein, but in no event later than forty-five (45) 60 days following Executive’s terminationsuch resignation or termination (the date the Release becomes effective, and if Executive allows such the “Release to become effective in accordance with its termsEffective Date”), then Executive shall be entitled to: to receive the following (1collectively, the “Severance Benefits”): (a) severance Executive’s Base Salary (as in effect on the form of continuation date of Executive’s salary (at the Base Salary rate in effect at the time of resignation or termination) for a period of twelve (12) months following paid in equal installment payments in accordance with the termination date; (2) an additional severance payment equal to ExecutiveCompany’s target bonus for the year in normal payroll practices, but no less frequently than monthly, which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made begin on the Company’s regular first payroll cycledate after the Release Effective Date and continue until the 1st anniversary of the date of Executive’s resignation or termination; provided that, providedthe first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the date of Executive’s resignation or termination and ending on the first payment date if no delay had been imposed. (b) A lump sum payment equal to the unpaid Annual Bonus, howeverif any, that any payments Executive otherwise scheduled to be made earned for the calendar year prior to Executive’s resignation or termination. This amount shall be paid at the effective same time the Annual Bonuses are paid to the Company’s executives for such year. (c) A lump sum payment equal to the Annual Bonus, if any, (prorated for a partial year) that Executive otherwise would have earned for the calendar year that includes the date of Executive’s resignation or termination had no resignation or termination occurred, based on the Release lower of (1) achievement of the applicable target performance goals for such year, or (2) actual performance. This amount shall accrue and be paid in a lump sum at the same time the Annual Bonuses are paid to the Company’s executives for such year. (d) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s covered dependents. Such reimbursement may either (x) be paid to Executive on the first payroll period date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of: (A) the 12-month anniversary of the date of Executive’s termination; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(d) in a manner as is necessary to comply with the ACA. (e) If the resignation or termination under this Section 4.2 occurs within 12 months following a Change in Control, or if the circumstances that follows ultimately give rise to the resignation or termination occur within the three months prior to a Change in Control, then the following shall also apply: (i) Executive will receive six additional months of (x) Base Salary severance installment payments under Section 4.2(a), and (y) COBRA premium reimbursements under Section 4.2(d). (ii) Any bonus payable under Section 4.2(c) will be for the full year and not prorated. (iii) Any unvested portion of outstanding equity awards that are subject to time-vesting shall become fully time-vested on the Release Effective Date. Upon the Change in Control, the price per share implied in such effective dateChange in Control (the “CIC Price”) will be deemed to be the 30-day VWAP and the Founder’s Grant will performance vest according to achievement of the 30-day VWAP targets based on such CIC Price, provided that, if any 30-day VWAP target is not achieved based on such CIC Price, the applicable 50% tranche of the Founder’s Grant with respect to the lowest of such 30-day VWAP target that was not achieved will vest as to a fraction thereof, the numerator of which is the excess of the CIC Price over the highest 30-day VWAP target that was achieved based on the CIC Price, and the denominator of which is five. To the extent applicable to future equity awards subject to performance vesting, the price per share implied in the Change in Control will be deemed to be the price per share for performance vesting purposes.

Termination Without Cause or Resignation for Good Reason. If the Company terminates ExecutiveEmployee’s employment without termination was a Termination Without Cause (as defined below and other than as or a result of Executive’s death or disability), or if Executive resigns his employment Resignation for Good Reason Reason, in exchange for the Employee’s execution of a full and complete waiver and release of any and all claims against the Company, its parent and affiliated entities, its successors and assigns, and each of their officers, directors, agents, and employees, and Employee’s compliance with this Agreement (as defined below)including without limitation Article 2) and the Confidentiality Agreement, then the Company shall pay Executive any provide Employee the following severance benefits: (i) an amount equal to the Employee’s annual base salary and accrued and unused vacation benefits earned through the date of termination, for a one (1) year period at the rate in effect at as of the time of terminationseparation of employment (“Salary continuation”), less standard deductions and withholdings(ii) reimbursement of continuation of Employee’s eligible benefits for the period set forth below (“Benefits Continuation”; collectively “Severance”). In addition, if Executive furnishes to The Salary Continuation shall be paid in accordance with the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified thereinEmployer’s normal payroll practices, but in no event later event, less frequently than forty12 equal monthly installments (the “Severance Period”). Benefits Continuation shall provide, at the Company’s expense, reimbursement for the cost of medical and dental benefits coverage for Employee and the Employee’s beneficiaries as then in effect for a period extending through the earlier of (i) the date Employee begins any subsequent full-five time employment for compensation or (45ii) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: the date that is one (1) severance year after the Termination Date. Benefits Continuation is contingent upon Employee Initials /s/ PK Employee’s timely election of coverage pursuant to Title I, Part 6 of the Employee’s Retirement Income Security Act of 1974, as amended (“COBRA”) and further subject to Employee’s continuing eligibility requirements and/or limitations under COBRA. The Employee acknowledges and agrees that the Severance provided in the form of continuation of Executive’s salary (at the Base Salary rate this section is in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting lieu of any unvested shares subject other severance or benefits to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall which Employee may be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateentitled.

Termination Without Cause or Resignation for Good Reason. If the (a) The Company terminates may terminate Executive’s employment hereunder at any time without Cause (as defined below and other than as a result by reason of Disability) upon written notice to Executive’s death or disability), or if . Executive resigns may terminate his employment hereunder for Good Reason (as defined below), then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes upon written notice to the Company an executed waiver and release of claims in a form to be provided accordance with the definition thereof. (b) If Executive’s employment is terminated by the Company without Cause (the “Release”other than by reason of Disability) within the time period specified therein, but in no event later than forty-five or by Executive for Good Reason pursuant to Section 5.1(a) and provided that (45i) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of such termination occurs on or following the Release, the Executive shall be vested in one hundred percent (100%1) year anniversary of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions Effective Date and withholdings and will be made (ii) a Board Removal Event has not occurred on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made or prior to the effective date of such termination, then, in full discharge of all of the Company’s obligations to Executive hereunder or otherwise, the Company shall pay to Executive, and Executive shall be entitled to, the Accrued Obligations. (c) If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason pursuant to Section 5.1(a) and provided that either (i) the effective date of such termination occurs prior to the one (1) year anniversary of the Effective Date or (ii) (A) the effective date of such termination occurs on or following the one (1) year anniversary of the Effective Date and (B) a Board Removal Event has occurred on or prior to the effective date of such termination, then, in full discharge of all of the Company’s obligations to Executive hereunder or otherwise, the Company shall pay to Executive, and Executive shall be entitled to: (i) the Accrued Obligations; and (ii) an annualized amount equal to Executive’s Base Salary (as in effect immediately prior to the Termination Date), which amount shall be paid, subject to Section 5.1(d) and Section 5.6, in equal installments over the twelve (12) month period following the Termination Date in accordance with the Company’s then-customary payroll practices for executives. (d) With the exception of the Accrued Obligations, the Company’s payment of the amounts set forth in Section 5.1(c) shall be contingent upon Executive executing the Release described in Section 7.12 below, which must be executed by Executive and become effective (and non-revocable) within sixty (60) days after the Termination Date. Subject to Section 5.6 hereof, the payments set forth in Section 5.1(c)(ii), if applicable, shall accrue and be paid in a lump sum commence on the first regular payroll date of the Company that occurs after the date that is sixty (60) days after the Termination Date and the first installment of such payments shall include the cumulative amount of payments that would have been paid to Executive during the period of time between the Termination Date and the commencement date had such payments commenced immediately following the Termination Date. With the exception of the Accrued Obligations, the Company shall have no obligation to provide any of the payments set forth in Section 5.1 in the event that follows such effective dateExecutive breaches the provisions of Article 6 of this Agreement.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason (as defined below)Reason, then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled tothen: (1i) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject Executive’s then outstanding unvested equity awards granted pursuant to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to twelve (12) months of Executive’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll cyclepractices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) twelve (12) months from the effective date of such termination, (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any payments otherwise scheduled such position, or Executive shall forfeit the remainder of the Severance Payments to be made prior pursuant to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective datethis Agreement.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s 's employment without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason (as defined below), then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided is terminated by the Company (the “Release”) within the time period specified thereinwithout Cause or by Executive for Good Reason, but in no event later than forty-five (45) days following Executive’s terminationthen, and if subject to Section 7, Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled towill receive: (1i) severance in the form continued payment of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve 12 months (12the "Continuance Period"), (ii) months following a lump-sum payment, paid at the termination date; (2) an additional severance payment time fiscal year bonuses are paid to other executives, equal to Executive’s target bonus 's then current Target Bonus, (iii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive's eligible dependents under the Company's Benefit Plans for the year in which the qualifying termination or resignation Continuance Period, or, if earlier, until Executive is effectiveeligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), pro rated and (iv) immediate vesting of all unvested equity awards that would have vested had Executive otherwise remained an employee for the number of days Executive was employed by the Company in such year; and 12 month period commencing on his termination date. Notwithstanding clause (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%iv) of the shares preceding sentence, if a termination described in the preceding sentence occurs within the period beginning three months prior to a Change of Control and ending 12 months following a Change of Control, Executive will receive immediate vesting with respect to all unvested equity awards that would have vested had Executive otherwise remained an employee for an additional 24 months instead of 12 months. Executive's vested equity awards will remain exercisable in accordance with the terms of the applicable Company equity compensation plan and the corresponding award agreements and thereafter will expire to the extent not exercised. If Executive is terminated prior to a Change of Control and Executive is entitled to receive severance under this Section 6(a), Executive's unvested equity awards will remain outstanding for three months (subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to maximum term stated in the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateapplicable award agreement).

Termination Without Cause or Resignation for Good Reason. If Not During the Change in Control Determination Period. In the event your employment with the Company terminates Executive’s employment is terminated by the Company without Cause (as defined below and other than as a result of Executive’s death or disability)Cause, or if Executive resigns his employment you resign for Good Reason (as defined below)Reason, in either event not during the Change in Control Determination Period, then provided such termination constitutes a Separation from Service, and provided that you remain in compliance with the terms of this Agreement, the Confidentiality Agreement, the Arbitration Agreement, and any other agreement between you and the Company, the Company shall provide you with the following Non-CIC Severance Benefits: a. The Company shall pay Executive any base salary and accrued and unused vacation benefits earned through you, as severance, the equivalent of 75% of your Base Salary in effect as of the date of terminationyour employment termination and disregarding for this purpose any decrease in annual base salary constituting Good Reason, at subject to standard payroll deductions and withholdings (the rate “Non-CIC Salary Severance”). The Non-CIC Salary Severance will be paid as one-time, lump-sum payment no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after your Separation from Service, provided the Separation Agreement (as discussed in effect at Section 7.5) has become effective. b. The Company shall pay you, as additional severance, an amount equal to a pro rata target annual Performance Bonus for the time year of termination, less standard deductions calculated by multiplying your target bonus as of the date of termination by a fraction, the numerator of which is the number of days worked in the performance year and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release denominator of claims in a form to be provided by the Company which is 365 (the “ReleaseNon-CIC Bonus Severance”) within ). The Non-CIC Bonus Severance will be paid as a one-time, lump-sum payment contemporaneously with the time period specified thereinNon-CIC Salary Severance, but in no event later than fortythe first regularly-five scheduled payroll date following the sixtieth (4560th) days following Executiveday after your Separation from Service, provided the Separation Agreement (as discussed in Section 7.5) has become effective. c. If you timely elect continued group health plan continuation coverage under COBRA, or a state or local equivalent, such as Cal-COBRA, the Company shall pay a portion of your premiums on behalf of you for your continued coverage under the Company’s terminationgroup health plans, including coverage for your eligible dependents, for nine (9) months or until such earlier date on which you become eligible for health coverage from another employer (the “COBRA Payment Period”). The amount of this portion will be the same portion of the premium cost as was borne by the Company under the level of coverage selected by you and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of your termination) for a . Upon the conclusion of such period of twelve insurance premium payments made by the Company, you will be responsible for the entire payment of premiums (12or payment for the cost of coverage) months following required under COBRA for the termination date; duration of your eligible COBRA coverage period. Notwithstanding the foregoing, if you timely elect continued group health plan continuation coverage under COBRA and at any time thereafter the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (2including, without limitation, Section 2716 of the Public Health Service Act) an additional severance or violating Section 105(h) of the Code, then in lieu of paying the employer portion of the COBRA premiums on your behalf, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to Executive200% of the employer’s target bonus portion of the COBRA premium for the year in which the qualifying termination or resignation is effectivethat month, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awardsapplicable tax withholding (such amount, such that, on the effective date “Special Severance Payments”). Such Special Severance Payments shall end upon expiration of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateCOBRA Payment Period.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment is terminated without Cause (as defined below and other than as a result of Executive’s death or disability), “Cause” or if Executive resigns for Good Reason, then the Company shall continue to pay Executive his base salary (less all applicable federal, state and/or local taxes and other authorized payroll deductions) in accordance with the Company’s normal payroll practices, as set forth in Section 5.1, in accordance with the following schedule: Termination within the first 24 months of this Agreement 6 months’ severance. Termination after 24 months of this Agreement 12 months’ severance. Executive’s right to receive this severance is conditioned on Executive’s signing and delivering to the Company prior to any such payment, and not revoking, a full release of claims in a form reasonably satisfactory to the Company, with carve-outs for post-termination severance payments, any previously vested equity-based awards, any right to indemnification or insurance coverage under the Company’s directors and officers liability coverage, COBRA coverage and rights under any retirement plan sponsored or maintained by the Company in which the Executive participates. If Executive does not sign and deliver the full release of claims within 21 days of the termination of his employment for Good Reason under this paragraph (as defined belowprovided the form of release has been provided to Executive by the Company on or prior to his termination date), then the Company shall pay have no further obligations to Executive any base salary and accrued and unused vacation benefits other than the payment of compensation earned through the last day of employment. The date of termination, at that the rate release becomes effective and is no longer subject to revocation shall be referred to as the “Release Effective Date.” If the severance provided for in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form this Section 9.5 is determined to be provided by “nonqualified deferred compensation” that is subject to Section 409A of the Company Internal Revenue Code of 1986, as amended (the “ReleaseSection 409”) within and the time 21-day period specified therein, but in no event later than forty-five (45) days following Executive’s termination, termination of employment during which Executive has to consider the release begins in one calendar year and if Executive allows such Release to become effective ends in accordance with its termsa second calendar year, then Executive the first base salary continuation installment shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made paid on the Company’s regular next regularly-scheduled payroll cycle, provided, however, date that is no earlier than January 1st of the second calendar year and shall include the amount of any payments otherwise that would have been made before the Release Effective Date but for Executive’s termination of employment, and the remaining base salary continuation installments shall be payable on the Company’s regularly scheduled paydays that follow. In any event, the payment of any applicable severance to be made prior Executive by the Company shall constitute the exclusive remedy of Executive with respect to any claim for termination of his employment or breach of this Agreement or any other claim of any nature which Executive may have or assert against the Company relating to his employment and/or any of its affiliates and/or each of their present and former members, directors, officers, employees, agents, attorneys, direct or indirect shareholders, related and affiliated companies and entities, predecessors, successors and assigns, and each and all of them, subject to the effective date carve outs described above. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the Release amounts payable to the Executive under any of the provisions of this Agreement and any amounts payable pursuant to this Section 9 shall accrue and not be paid reduced by compensation the Executive earns on account of employment with another employer, except to the extent the Executive is entitled to health care insurance or automobile insurance in a lump sum on the first payroll period that follows connection with such effective datenew employment.

Termination Without Cause or Resignation for Good Reason. If In the event Executive's employment with the Company terminates Executive’s employment is terminated by the Company without Cause (as defined below and other than as a result of Executive’s death in Section 7.3(a)) or disability), or if by Executive resigns his employment for Good Reason (as defined belowbelow in Section 7.3(b)), then the Company shall pay Executive any base salary and all amounts of Base Salary accrued and unused vacation benefits earned through but unpaid on the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingsany accrued but unused vacation time. In addition, Executive shall be eligible to receive the following severance benefits ("Severance Benefits"): (i) severance payments equal to 18 months of Executive's then-applicable Base Salary, payable in equal monthly installments ("Severance Period"); (ii) 1.5 times the Target Bonus for the year in which such termination occurs; (iii) any outstanding Options held by Executive on the date of such termination shall be deemed to vest on a monthly basis (with 1/36th of the total number of shares subject to each outstanding Option vesting for each month of continued employment of Executive) and such Options shall immediately vest and become exercisable to the extent that such Options would have vested if Executive furnishes to had remained employed during the Company an executed waiver Severance Period, and shall remain exercisable for the periods specified in the relevant option agreements. Executive's eligibility for the foregoing Severance Benefits is conditioned on (a) Executive having first signed a release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s terminationCompany, and if (b) Executive's agreement not to perform services as an employee or consultant for any of the following entities during the Severance Period: Bloomberg, Reuters, Dow Xxxxx, CNN Money, Xxxxxx.xxx, Xxxxxxxx.xxx, XXXXX.xxx, or Thomson (including their affiliates and joint ventures). If Executive allows engages in such Release to become effective in accordance with its termsactivity during the Severance Period, then all payments and benefits immediately shall cease, and Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for given a period of twelve (12) months following the termination date; (2) an additional severance payment equal 30 days thereafter to Executive’s target bonus exercise any vested Options. If Executive becomes eligible for Change of Control Severance Benefits under Section 8.1 below, Executive shall not be eligible for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateforegoing Severance Benefits.

Termination Without Cause or Resignation for Good Reason. If In the Company terminates event of the Company’s termination of Executive’s employment without Cause (as defined below and other than as a result of or Executive’s death resignation with Good Reason, Executive shall be entitled to: (i) the compensation or disability), or if Executive resigns his employment for Good Reason (as defined below), then benefits from the Company shall pay Executive any base salary and accrued and unused vacation benefits earned under Section 2 through the date of his termination, at paid on the rate next scheduled payroll date; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive for the calendar year immediately prior to the year of the Company’s termination of Executive’s employment without Cause or Executive’s resignation with Good Reason, (b) the Target Bonus set forth above, or (c) the target bonus set forth in the Performance Bonus Plan in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes immediately prior to the Company an executed waiver calendar year in which the termination occurs; (iii) a lump sum payment equivalent to 12 months of Executive’s Base Salary (as it was in effect immediately prior to the notice of termination or resignation; and (iv) reimbursement for the cost of medical, life, and release of claims in disability insurance coverage for Executive and his eligible dependents at a form level equivalent to be that provided by the Company for a period expiring upon the earlier of: (a) one year from the “Release”effective date of Executive’s employment termination date; or (b) within the time period specified thereinExecutive begins alternative employment wherein said insurance coverage is available, but offered to Executive, and substantially similar to the Company’s coverage levels. It shall be the obligation of Executive to inform the Company that new employment with adequate alternative insurance coverage has been obtained. Unless otherwise agreed to by Executive at the time termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in no event later than forty-five a lump sum within thirty (4530) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive employment termination date. The amounts payable under subsection (iv) shall be entitled to: (1) severance in paid monthly during the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective datereimbursement period.

Termination Without Cause or Resignation for Good Reason. If the Company terminates The Employment Term and Executive’s employment without Cause (as defined below and other than as a result of may be terminated by Executive’s death or disability), or if Executive resigns his employment resignation for Good Reason (as defined below), then or by the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through without Cause. In the date event of such resignation or termination, at Executive is entitled to receive the rate Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6 and Section 7 of this Agreement and (y) timely execution of a release of claims in effect favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company that is substantially similar to the form shared with the Executive at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to signing the Company an executed waiver and release of claims in a form to be provided by the Company Agreement with such changes as are legally required (the “Release”) ), and the Release becoming effective according to its terms within the time period specified therein, but in no event later than forty-five (45) 60 days following Executive’s terminationsuch resignation or termination (the date the Release becomes effective, and if Executive allows such the “Release to become effective in accordance with its termsEffective Date”), then Executive shall be entitled to: to receive the following (1collectively, the “Severance Benefits”): (a) severance Executive’s Base Salary (as in effect on the form of continuation date of Executive’s salary (at the Base Salary rate in effect at the time of resignation or termination) for a period of twelve (12) months following paid in equal installment payments in accordance with the termination date; (2) an additional severance payment equal to ExecutiveCompany’s target bonus for the year in normal payroll practices, but no less frequently than monthly, which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made begin on the Company’s regular first payroll cycledate after the Release Effective Date and continue until the 1st anniversary of the date of Executive’s resignation or termination; provided that, providedthe first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the date of Executive’s resignation or termination and ending on the first payment date if no delay had been imposed. (b) A lump sum payment equal to the unpaid Annual Bonus, howeverif any, that any payments Executive otherwise scheduled to be made earned for the calendar year prior to Executive’s resignation or termination. This amount shall be paid at the effective same time the Annual Bonuses are paid to the Company’s executives for such year. (c) A lump sum payment equal to the Annual Bonus, if any, (prorated for a partial year) that Executive otherwise would have earned for the calendar year that includes the date of Executive’s resignation or termination had no resignation or termination occurred, based on the Release lower of (1) achievement of the applicable target performance goals for such year, or (2) actual performance. This amount shall accrue and be paid in a lump sum at the same time the Annual Bonuses are paid to the Company’s executives for such year. (d) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s covered dependents. Such reimbursement may either (x) be paid to Executive on the first payroll period date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of: (A) the 12-month anniversary of the date of Executive’s termination; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(d) in a manner as is necessary to comply with the ACA. (e) If the resignation or termination under this Section 4.2 occurs within 12 months following a Change in Control, or if the circumstances that follows ultimately give rise to the resignation or termination occur within the three months prior to a Change in Control, then the following shall also apply: (i) Executive will receive six additional months of (x) Base Salary severance installment payments under Section 4.2(a), and (y) COBRA premium reimbursements under Section 4.2(d). (ii) Any bonus payable under Section 4.2(c) will be for the full year and not prorated. (iii) Any unvested portion of outstanding equity awards that are subject to time-vesting, including the equity award from Section 3.3(b), shall become fully time-vested on the Release Effective Date. Upon the Change in Control, the price per share implied in such effective dateChange in Control (the “CIC Price”) will be deemed to be the 30-day VWAP and the Founder’s Grant will performance vest according to achievement of the 30-day VWAP targets based on such CIC Price, provided that, if any 30-day VWAP target is not achieved based on such CIC Price, the applicable 50% tranche of the Founder’s Grant with respect to the lowest of such 30-day VWAP target that was not achieved will vest as to a fraction thereof, the numerator of which is the excess of the CIC Price over the highest 30-day VWAP target that was achieved based on the CIC Price, and the denominator of which is five. To the extent applicable to future equity awards subject to performance vesting, the price per share implied in the Change in Control will be deemed to be the price per share for performance vesting purposes. Any delays in the settlement or payment of awards vested under this Section 4.2(e) that are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect. For purposes of this Agreement, “Change in Control” will have the meaning set forth in the Incentive Plan. (f) During such time that Executive is receiving the Severance Benefits, if (i) the Company discovers grounds constituting Cause existed before Executive’s termination or (ii) Executive breaches any of the covenants set forth in Sections 6 and/or 7 of this Agreement, Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and any Severance Benefits previously paid to Executive will be immediately repaid by the Executive.

Termination Without Cause or Resignation for Good Reason. If the a. The Company terminates may terminate Executive’s employment with the Company at any time without Cause (as defined below below) and other than Executive may resign for Good Reason in accordance with the terms provided herein. b. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company shall pay Executive, as a result severance, (x) the equivalent of twelve (12) months of Executive’s death or disabilityBase Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings; and (y) if the termination date occurs subsequent to the conclusion of the fiscal year but prior to the payment of the Annual Bonus to which the fiscal year relates, such Annual Bonus, if any, as computed in accordance with Section 2.2 above (the “Severance Benefits”). The Severance Benefits will be paid as a continuation on the Company’s regular payroll, or if Executive resigns his employment for Good Reason beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after Executive’s Separation from Service (as defined below), then provided the Company shall pay Executive any base salary Separation Agreement (as discussed in Paragraph 6) has become effective, and accrued and unused vacation benefits earned through further provided that the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In additionBonus component under (y), if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified thereinany, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period sixtieth day after Executive’s Separation from Service. c. For purposes of this Agreement, “Cause” for termination will mean: (a) commission of any (i)felony or (ii) crime involving fraud, dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the duty of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure or refusal by Executive to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company (reasonable wear and tear from regular use excepted); (e) chronic neglect or absenteeism in the performance of Executive’s duties; (f) willful misconduct, gross negligence, or other material violation of Company policy or code of conduct that follows causes an adverse effect upon the Company; (g) breach of any written agreement with the Company (including this Employment Agreement); or (h) any action that in the reasonable belief of the Board shall or potentially shall subject the Company to material adverse publicity or effects. Prior to any termination for Cause under section (c), (e), (f), (g), or (h), the Board shall provide Executive by written notice with ten (10) calendar days to cure same, provided any such effective dateactions underlying Cause are determined by the Board to be curable. Any determination of Cause hereunder shall be made by the Board in its good faith discretion, which shall only be made by the Board and, to the extent deemed practicable by the Board, after providing the Executive an opportunity to respond to any determination or allegation of Cause.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment is terminated by the Company without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason more than ninety days following the Effective Date but less than 1096 days following the Effective Date, then: (i) thirty-three percent (33%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as defined below), then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through of the date of such termination, at the rate /resignation; (ii) Executive will receive severance benefits in effect at the time an amount equal to three (3) months of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s salary termination through the lesser of (at the Base Salary rate in effect at the time of terminationA) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and three (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on months from the effective date of such termination, (B) the Release, the date Executive shall be vested in one hundred percent (100%) of the shares subject and Executive’s eligible dependents are no longer eligible to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any payments otherwise scheduled such position, or Executive shall forfeit the remainder of the Severance Payments to be made prior pursuant to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective datethis Agreement.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause (as defined below and Not in Connection with a Change in Control. If, at any time other than as within the three (3) months immediately preceding or twelve (12) months immediately following the effective date of a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason Change in Control (as defined below), then Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause, or due to Executive’s voluntary resignation for Good Reason, the Company shall pay Executive any base salary and all Base Salary, accrued and unused vacation paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the rate rates in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes upon Executive’s furnishing to the Company an executed effective waiver and release of claims in a substantially similar to the form to be provided by the Company attached hereto as Exhibit A (the “ReleaseRelease and Waiver”) within the time period specified frame set forth therein, but in no event later than forty-five (45) days following Executive’s terminationtermination date, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance payments in an aggregate amount up to six (6) months of Executive’s then-current Base Salary, paid to Executive on the form Company’s regular paydays until the earlier of (i) the date that is six (6) months following Executive’s termination or (ii) the date as of which Executive commences employment with another employer, subject to standard payroll deductions and withholdings, with the first such payment being made on the first payday following the date the Release and Waiver becomes effective (it being understood that such first payment shall include any amounts otherwise payable hereunder on paydays that occur prior to the date the Release and Waiver becomes effective); (2) provided that Executive timely elect such coverage, the continuation of Executive’s salary group health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) at the Base Salary rate in effect at the time of termination) Company’s expense for a period of twelve six (126) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; and (23) an additional severance a lump sum payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effectivethen-current Target Bonus, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings withholdings, payable within thirty (30) days of the date the Release and will Waiver becomes effective / the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be made on accelerated as of the Company’s regular payroll cycledate of such termination, provided, however, such that any payments otherwise scheduled a number of such shares shall be vested as if Executive had continued to be made prior to employed until the effective six (6) month anniversary of the date of such termination (collectively, the Release shall accrue and be paid in a lump sum on “Severance Benefits”). In the first payroll period that follows such effective dateevent Executive is eligible for Severance Benefits under this Section 3.3, Executive is not eligible for any Change In Control Severance Benefits under Section 3.4 below.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary and all accrued and unused vacation benefits earned unpaid Base Salary through the date of termination, such cessation of employment at the rate time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (ii) to the extent then unpaid, the Company shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage; and (v) to the extent such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (x) the Company shall pay to Executive an amount equal to the Target Bonus for the year in which the termination of employment is effective, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 10(a), all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in ​ ​ this Section 10(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Section 10(a)(ii) - 10(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified therein, but provisions of the Restrictive Covenant Agreement (defined below). Subject to Section 11 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in no event Section 10(a)(ii) will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”) and the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 10(a)(iii) and if Executive allows such Release 10(a)(iv) will commence to become effective in accordance with its termsbe paid on the Settlement Date, then Executive shall be entitled to: (1) severance in provided that the form of continuation initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such yearemployment; and (3z) accelerated vesting the payment of any unvested shares subject an amount equal to any outstanding stock options and/or other equity awards, such that, the Target Bonus described in Section 10(a)(v) will be paid on the effective date later of the Release, Settlement Date or the Executive shall be vested tenth (10th) day following the Change in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateControl.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment discharges Executive without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his from employment for Good Reason Reason, the Company will pay Executive a lump sum amount equal to two (2) times Annual Base Salary as defined belowin effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), then such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for two (2) years following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to provide the Continuation Benefits shall pay end at such time as Executive any base salary and accrued and unused vacation obtains health insurance benefits earned through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination, at . Any unvested portion of the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective Initial RSU that does not vest in accordance with its terms, then Executive the previous sentence shall be entitled to: forfeited (1) severance in which shall include the form of continuation of entire Initial RSU grant if Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made occurs prior to the effective date first anniversary of the Release shall accrue and Effective Date). Executive will continue to be paid in a lump sum on the first payroll period bound by all provisions of this Agreement that follows such effective datesurvive termination of employment.

Termination Without Cause or Resignation for Good Reason. If In the Company terminates event of the Company’s termination of Executive’s employment without Cause (as defined below and other than as a result of or Executive’s death or disability)resignation with Good Reason, or if Executive resigns his employment for Good Reason (as defined below), then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: : (1i) severance in the form compensation or benefits from the Company earned under Section 2 through the date of continuation his termination, paid on the next scheduled payroll date; (ii) a lump sum payment equivalent to the greater of Executive’s salary (at a) the Base Salary rate in effect at bonus paid or payable to Executive for the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal calendar year immediately prior to Executive’s target bonus for the year in which the qualifying Change in Control occurred, (b) the Target Bonus set forth above, or (c) the target bonus set forth in the Performance Bonus Plan in effect immediately prior to the calendar year in which the termination or resignation is effective, pro rated for occurs; (iii) a lump sum payment equivalent to (x) 36 months of Executive’s Base Salary (as it was in effect immediately prior to the notice of termination) minus the number of days full calendar months Executive has worked since the Effective Date, and (y) 6 months of Executive’s Base Salary (as it was employed in effect immediately prior to the notice of termination); and (iv) reimbursement for the cost of medical, life, and disability insurance coverage for Executive and his eligible dependents at a level equivalent to that provided by the Company in such year; and for a period expiring upon the earlier of: (3a) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on one year from the effective date of Executive’s employment termination date; or (b) the Releasetime Executive begins alternative employment wherein said insurance coverage is available, the Executive shall be vested in one hundred percent (100%) of the shares subject offered to such options and/or awards. The severance payments will be subject Executive, and substantially similar to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cyclecoverage levels. It shall be the obligation of Executive to inform the Company that new employment with adequate alternative insurance coverage has been obtained. Unless otherwise agreed to by Executive at the time termination, providedthe amount payable to Executive under subsections (i) through (iii), howeverabove, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid to Executive in a lump sum on within thirty (30) days following Executive's employment termination date. The amounts payable under subsection (iv) shall be paid monthly during the first payroll period that follows such effective datereimbursement period.

Termination Without Cause or Resignation for Good Reason. If the Company terminates The Employment Term and Executive’s employment without Cause (as defined below and other than as a result of may be terminated by Executive’s death or disability), or if Executive resigns his employment resignation for Good Reason (as defined below), then or by the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through without Cause. In the date event of such resignation or termination, at Executive is entitled to receive the rate in effect at the time Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6 and Section 7 of termination, less standard deductions this Agreement and withholdings. In addition, if Executive furnishes to the Company an executed waiver and (y) timely execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form to be provided by the Company (the “Release”) ), and the Release becoming effective according to its terms within the time period specified therein, but in no event later than forty-five (45) 60 days following Executive’s terminationsuch resignation or termination (the date the Release becomes effective, and if Executive allows such the “Release to become effective in accordance with its termsEffective Date”), then Executive shall be entitled to: to receive the following (1collectively, the “Severance Benefits”): (a) severance Executive’s Base Salary (as in effect on the form of continuation date of Executive’s salary (at the Base Salary rate in effect at the time of resignation or termination) for a period of twelve (12) months following paid in equal installment payments in accordance with the termination date; (2) an additional severance payment equal to ExecutiveCompany’s target bonus for the year in normal payroll practices, but no less frequently than monthly, which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made begin on the Company’s regular first payroll cycledate after the Release Effective Date and continue until the 1st anniversary of the date of Executive’s resignation or termination; provided that, providedthe first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the date of Executive’s resignation or termination and ending on the first payment date if no delay had been imposed. (b) A lump sum payment equal to the unpaid Annual Bonus, howeverif any, that any payments Executive otherwise scheduled to be made earned for the calendar year prior to Executive’s resignation or termination. This amount shall be paid at the effective same time the Annual Bonuses are paid to the Company’s executives for such year. (c) A lump sum payment equal to the Annual Bonus, if any, (prorated for a partial year) that Executive otherwise would have earned for the calendar year that includes the date of Executive’s resignation or termination had no resignation or termination occurred, based on the Release lower of (1) achievement of the applicable target performance goals for such year, or (2) actual performance. This amount shall accrue and be paid in a lump sum at the same time the Annual Bonuses are paid to the Company’s executives for such year. (d) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s covered dependents. Such reimbursement may either (x) be paid to Executive on the first payroll period date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of: (A) the 12-month anniversary of the date of Executive’s termination; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(d) in a manner as is necessary to comply with the ACA. (e) In the event of Executive’s resignation or termination under this Section 4.2, the January 2021 Options will become 100% vested. Any delays in the settlement or payment of awards vested under this Section 4.2(e) that follows are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect. (f) If the resignation or termination under this Section 4.2 occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to the resignation or termination occur within the three months prior to a Change in Control, then the following shall also apply: (i) Executive will receive six additional months of (x) Base Salary severance installment payments under Section 4.2(a), and (y) COBRA premium reimbursements under Section 4.2(d). (ii) Any bonus payable under Section 4.2(c) will be for the full year and not prorated. (iii) Any unvested portion of outstanding equity awards that are subject to time-vesting shall become fully time-vested on the Release Effective Date. Upon the Change in Control, the price per share implied in such effective dateChange in Control (the “CIC Price”) will be deemed to be the 30-day VWAP and the Founder’s Grant will performance vest according to achievement of the 30-day VWAP targets based on such CIC Price, provided that, if any 30-day VWAP target is not achieved based on such CIC Price, the applicable 50% tranche of the Founder’s Grant with respect to the lowest of such 30-day VWAP target that was not achieved will vest as to a fraction thereof, the numerator of which is the excess of the CIC Price over the highest 30-day VWAP target that was achieved based on the CIC Price, and the denominator of which is five. To the extent applicable to future equity awards subject to performance vesting, the price per share implied in the Change in Control will be deemed to be the price per share for performance vesting purposes. Any delays in the settlement or payment of awards vested under this Section 4.2(f) that are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect. For purposes of this Agreement, “Change in Control” will have the meaning set forth in the Incentive Plan. (g) During such time that Executive is receiving the Severance Benefits, if (i) the Company discovers grounds constituting Cause existed before Executive’s termination or (ii) Executive breaches any of the covenants set forth in Section 6 and/or Section 7 of this Agreement, Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and any Severance Benefits previously paid to Executive will be immediately repaid by the Executive.

Termination Without Cause or Resignation for Good Reason. If Except as otherwise provided by the Change of Control Agreement in circumstances governed by such agreement, if your employment is terminated by the Company terminates Executive’s employment without Cause (as defined below and other than not as a result of Executive’s your death or disabilityDisability), or if Executive resigns his employment in the event that you resign for Good Reason (as defined below), then you shall be entitled to receive the following: (i) Severance payments equal to the sum of: (1) an amount equal to two times your annual base salary determined on the basis of your base salary rate in effect immediately prior to your termination of employment with the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through (2) whichever of the following is applicable as of the date of your termination of employment with the Company: (A) provided that you have completed at least two full fiscal years of employment with the Company, an amount equal to two times the average of the annual incentive bonuses pursuant to subparagraph 3(b) above actually earned by you for the two fiscal years of the Company preceding the fiscal year of your termination of employment; or (B) provided that you have completed at least one full fiscal year of employment with the Company but less than two full fiscal years of such employment, an amount equal to two times the annual incentive bonus pursuant to subparagraph 3(b) above actually earned by you for the fiscal year of the Company preceding the fiscal year of your termination of employment; or (C) provided that you have completed less than one full fiscal year of employment with the Company, an amount equal to $300,000. The foregoing severance payments described in subparagraph 5(b)(i) shall be paid to you in accordance with the Company's normal payroll procedures pro rata over the period of 24 months following the date of your termination without Cause or resignation for Good Reason. (ii) Except in the event that subparagraph 5(b)(i)(C) is applicable, you shall also be entitled to receive as a severance payment that portion of the incentive bonus pursuant to subparagraph 3(b) above, if any, you will have earned for the fiscal year of your termination on the basis of the achievement of the agreed upon goals for the fiscal year of your termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes such portion to be pro rated to the Company an executed waiver date of your termination without Cause or resignation for Good Reason. (iii) In addition to the foregoing, in the event of your termination without Cause or resignation for Good Reason prior to December 1, 2001, you shall be entitled to receive as a severance payment the retention bonus pursuant to subparagraph 3(d). (iv) In addition to the foregoing, you shall be entitled to receive a portion of the compensation specified in subparagraphs 3(e) (BENEFITS) and 3(f) (VACATION), pro rated to the date of your termination without Cause or resignation for Good Reason. Your right to receive the severance payments described in this subparagraph 5 (b) shall be conditioned upon your execution and delivery of a general release of claims in a form satisfactory to be provided by the Company Company. This subparagraph 5 (the “Release”b) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance not apply in the form event of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) your termination for a period of twelve (12) months following Cause, your resignation other than for Good Reason, or the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination of your employment as a result of your death or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateDisability.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary the Accrued Obligations (as defined below) at the time such Accrued Obligations would otherwise be paid according to the Company’s usual payroll practices; (ii) to the extent then unpaid, the Company shall pay to Executive the Earned Bonus (as defined below); (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (i) of that definition, the Base Salary in effect immediately prior to such material reduction ) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the applicable premium otherwise payable for COBRA continuation coverage for Executive and accrued his eligible dependents, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage until the earlier of (x) the end of the Severance Period, or (y) such date as Executive becomes eligible for group health insurance through another employer; and (v) if such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (A) the Company shall pay to Executive an amount equal to the Target Bonus, and unused vacation benefits earned through (B) all outstanding equity awards that are subject to vesting based solely on the passage of time and Executive’s continued employment shall become vested upon the later of the date of terminationExecutive’s cessation of employment and the Change in Control. For the avoidance of doubt, at the rate payments provided under this Section 10(a)(v) are in effect addition to, and not in lieu of, the payments provided under Sections 10(a)(i) – 10(a)(iv). Except as otherwise provided in this Section 10(a) or pursuant to COBRA, all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 10(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Sections 10(a)(ii) - 10(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified thereinprovisions of the Restrictive Covenants Agreement. Notwithstanding anything to the contrary contained in this Agreement, but the Release (i) shall not contain any terms or conditions that lessen the rights and benefits to which Executive is entitled under this Agreement and (ii) shall provide that the following claims are excluded from the Release: (a) any claims or rights which cannot be waived by law; (b) any claims for the payments and benefits due under this Agreement; (c) any claims or rights to any vested benefits or vested rights that Executive may have under any employee benefit, retirement, pension or Equity Plans; (d) non-termination related claims under the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), as amended; (e) any rights and/or claims under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to elect continued group health plan coverage; and (f) rights, if any, to defense and indemnification from the Company or its insurers for actions taken by Executive in no event the course and scope of Executive’s employment with the Company, including, without limitation, rights of defense and indemnification under the Company’s articles of incorporation or bylaws, as a matter of law or under any directors and officers insurance policies or Indemnification Agreement (as defined below). Subject to Section 11 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in Section 10(a)(ii) will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”), and if Executive allows or the date such Release annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Sections 10(a)(iii)- 10(a)(iv) will commence to become effective in accordance with its termsbe paid on the Settlement Date, then Executive shall be entitled to: (1) severance in provided that the form of continuation initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such yearemployment; and (3z)(A) the payment of the Target Bonus amount described in Section 10(a)(v)(A) will be paid on the later of the Settlement Date or the tenth (10th) day following the Change in Control, and (B) in order to effectuate the accelerated vesting contemplated by Section 10(a)(v)(B), the unvested portion of any unvested shares subject to any outstanding stock options and/or other Executive’s equity awards, such that, awards that would otherwise be forfeited on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) Executive’s cessation of the shares subject to such options and/or awards. The severance payments employment will be subject to standard payroll deductions and withholdings and will be made on delayed until the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of such equity awards will be forfeited), provided, however, no additional vesting of the equity awards shall accrue occur during the period between the date of Executive’s cessation of employment and be paid in a lump sum on the first payroll period that follows such effective accelerated vesting date.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary and all accrued and unused vacation benefits earned unpaid Base Salary through the date of termination, such cessation of employment at the rate time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (ii) to the extent then unpaid, the Company shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage; and (v) to the extent such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (x) the Company shall pay to Executive an amount equal to the Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued ​ ​ employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Section 9(a)(ii) - 9(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified therein, but provisions of the Proprietary Information and Assignment Agreement (defined below). Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in no event Section 9(a)(ii) will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”)and the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and if Executive allows such Release 9(a)(iv) will commence to become effective in accordance with its termsbe paid on the Settlement Date, then Executive shall be entitled to: (1) severance in provided that the form of continuation initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such yearemployment; and (3z) accelerated vesting the payment of any unvested shares subject an amount equal to any outstanding stock options and/or other equity awards, such that, the Target Bonus described in Section 9(a)(v) will be paid on the effective date later of the Release, Settlement Date or the Executive shall be vested tenth (10th) day following the Change in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateControl.

Termination Without Cause or Resignation for Good Reason. If the Company terminates The Employment Term and Executive’s employment without Cause (as defined below and other than as a result of may be terminated by Executive’s death or disability), or if Executive resigns his employment resignation for Good Reason (as defined below), then or by the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through without Cause. In the date event of such resignation or termination, at Executive is entitled to receive the rate in effect at the time Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6 and Section 7 of termination, less standard deductions this Agreement and withholdings. In addition, if Executive furnishes to the Company an executed waiver and (y) timely execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form to be provided by the Company (the “Release”) ), and the Release becoming effective according to its terms within the time period specified therein, but in no event later than forty-five (45) 60 days following Executive’s terminationsuch resignation or termination (the date the Release becomes effective, and if Executive allows such the “Release to become effective in accordance with its termsEffective Date”), then Executive shall be entitled to: to receive the following (1collectively, the “Severance Benefits”): (a) severance Executive’s Base Salary (as in effect on the form of continuation date of Executive’s salary (at the Base Salary rate in effect at the time of resignation or termination) for a period of twelve (12) months following paid in equal installment payments in accordance with the termination date; (2) an additional severance payment equal to ExecutiveCompany’s target bonus for the year in normal payroll practices, but no less frequently than monthly, which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made begin on the Company’s regular first payroll cycledate after the Release Effective Date and continue until the 1st anniversary of the date of Executive’s resignation or termination; provided that, providedthe first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the date of Executive’s resignation or termination and ending on the first payment date if no delay had been imposed. (b) A lump sum payment equal to the unpaid Annual Bonus, howeverif any, that any payments Executive otherwise scheduled to be made earned for the calendar year prior to Executive’s resignation or termination. This amount shall be paid at the effective same time the Annual Bonuses are paid to the Company’s executives for such year. (c) A lump sum payment equal to the Annual Bonus, if any, (prorated for a partial year) that Executive otherwise would have earned for the calendar year that includes the date of Executive’s resignation or termination had no resignation or termination occurred, based on the Release lower of (1) achievement of the applicable target performance goals for such year, or (2) actual performance. This amount shall accrue and be paid in a lump sum at the same time the Annual Bonuses are paid to the Company’s executives for such year. (d) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s covered dependents. Such reimbursement may either (x) be paid to Executive on the first payroll period date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of: (A) the 12-month anniversary of the date of Executive’s termination; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(d) in a manner as is necessary to comply with the ACA. (e) If the resignation or termination under this Section 4.2 occurs within 12 months following a Change in Control, or if the circumstances that follows ultimately give rise to the resignation or termination occur within the three months prior to a Change in Control, then the following shall also apply: (i) Executive will receive six additional months of (x) Base Salary severance installment payments under Section 4.2(a), and (y) COBRA premium reimbursements under Section 4.2(d). (ii) Any bonus payable under Section 4.2(c) will be for the full year and not prorated. (iii) Any unvested portion of outstanding equity awards that are subject to time-vesting, including the equity award from Section 3.3(b), shall become fully time-vested on the Release Effective Date. To the extent applicable to equity awards subject to performance vesting, the price per share implied in the Change in Control will be deemed to be the price per share for performance vesting purposes. Any delays in the settlement or payment of awards vested under this Section 4.2(e) that are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect. For purposes of this Agreement, “Change in Control” will have the meaning set forth in the Incentive Plan. (f) During such effective datetime that Executive is receiving the Severance Benefits, if (i) the Company discovers grounds constituting Cause existed before Executive’s termination or (ii) Executive breaches any of the covenants set forth in Sections 6 and/or 7 of this Agreement, Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and any Severance Benefits previously paid to Executive will be immediately repaid by the Executive.

Termination Without Cause or Resignation for Good Reason. If the (a) The Company terminates may terminate Executive’s 's employment at any time without Cause (as defined below and other than as in Section 3.8). Executive may initiate a result termination of Executive’s death or disability), or if Executive resigns his employment under this Section 3.2 by resigning for Good Reason (in accordance with the notice provision set forth in Section 3.8(e)). (b) In addition to the Statutory Entitlements, if Executive's employment terminates as defined below)described in Section 3.2(a) above and if, then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of upon such termination, at the rate in effect at the time Executive (i) executes a written release (including with respect to all matters arising out of termination, less standard deductions and withholdings. In addition, if Executive furnishes or related to the Company an executed waiver and release of claims in a form to be provided Executive's employment by the Company (or the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s terminationtermination thereof), and if (ii) complies with the terms and conditions of the release, including, without limitation, the terms and conditions of Sections 5, 6, 7, 8, and 9 (which shall be incorporated in the release by reference) below, Executive allows such Release will be entitled to become effective in accordance with its termsreceive the benefits described below (collectively, then the "Severance"): (i) Executive shall be entitled to: (1) receive cash severance in the form of continuation of Executive’s salary an amount equal to (at the Base Salary rate in effect at the time of terminationA) for a period of twelve (12) months following of Executive's then-current Base Salary, less any amounts paid to the Executive as pay in lieu of notice of termination dateor severance pay as part of the Statutory Entitlements (the "Base Salary Severance"); plus (2B) an additional severance payment equal to Executive’s 's Performance Bonus at target bonus for the fiscal year in which the qualifying termination or resignation Executive's employment is effective, pro rated for terminated prorated based on the number of days Executive is employed during such fiscal year (the “Bonus Severance”). (ii) To the extent approved by the Company’s benefits provider, Executive shall continue to be entitled to continue to participate in the health benefit plans in which the Executive was employed participating as of the at the date of termination of Executive’s employment for twelve (12) months from the date of termination; and (iii) acceleration of vesting of any of Executive’s time-based only equity awards that remain unvested as of the termination date and, solely with respect to acceleration of vesting of any performance-based equity award, as determined in the discretion of the Compensation Committee. (c) Executive agrees and acknowledges that the Severance provided to Executive pursuant to Section 3.2(b) is in lieu of, and is not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program, other than the Statutory Entitlements. (d) Executive agrees and acknowledges that if Executive fails to comply with the release and/or Section 5, 6, 7, 8 or 9 below, all payments under Section 3.2(b) shall immediately cease and Executive shall be required to repay immediately any Severance previously paid by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective datethereunder.

Termination Without Cause or Resignation for Good Reason. If You understand that your employment will be “at will”, which means that both you and the Company terminates Executive’s may terminate your employment at any time, for any reason with or without Cause or advanced notice; provided, however, you agree, if possible, to provide the Company with at least two (2) weeks’ advance written notice of your intent to voluntarily resign from employment (other than for Good Reason). The Company may, in its sole discretion, waive the notice period upon your resignation of employment without Cause Good Reason and your employment will immediately terminate at that time with no right to compensation (as defined below other than Accrued Benefits through the Date of Termination). In the event your employment is terminated by the Company other than due to Cause, death or disability or you resign from your employment with the Company for Good Reason, in either case other than during the Corporate Transaction Period, subject to your execution and delivery of an effective and irrevocable Release within sixty (60) days of such Date of Termination, the Company will: (1) continue to provide you with your then-current Base Salary for a period of nine (9) months following the Date of Termination, which shall be paid in accordance with the Company’s normal payroll procedures; (2) accelerated vesting of all outstanding Company stock options and other than stock-based awards held by you that would have vested within nine (9) months following the Date of Termination as a result if your employment with the Company had not terminated; (3) should you timely elect to continue health and dental insurance coverage following the Date of Executive’s death or disability)Termination in accordance with the provision of COBRA, or if Executive resigns his employment for Good Reason (as defined below), then the Company shall pay Executive any base salary you a taxable monthly cash payment equal to the full monthly premium for such coverage for the period beginning on the Date of Termination and accrued and unused vacation benefits earned through ending on the earlier to occur of (A) the date on which you obtain coverage under another health and dental insurance plan, (B) the end of terminationyour COBRA health continuation period, at as required by law or (C) the rate date nine months after the Date of Termination; (4) any earned and unpaid Bonus for the prior year; and (5) any unpaid portion of the Signing Bonus. The amounts payable under Sections 3(c)(4) and (5) shall be paid out in effect at a single lump sum within 60 days after the time Date of terminationTermination; provided, less standard deductions however, that if the 60-day period begins in one calendar year and withholdingsends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. In addition, if Executive furnishes Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding anything to the Company an executed contrary herein, payment of the Severance Benefits set forth in 3(b) and 3(c) is subject to (i) your execution and non-revocation of a waiver and general release of claims related to your employment and separation from employment, and non-disparagement provision, substantially in a the form to be provided by the Company attached hereto as Exhibit A (the “Release”) within the time period specified therein, but in no event later than forty-five sixty (4560) days following Executive’s terminationthe date of your termination of employment and (ii) your continued compliance in all material respects with your obligations under Section 4 of this Offer Letter (collectively, and if Executive allows such the “Restrictive Covenants”). The Release to become effective in accordance with its terms, then Executive shall be entitled towill not waive: (1) severance in any rights to indemnification and/or contribution, advancement or payment of related expenses you may have pursuant to the form of continuation of ExecutiveCompany’s salary (at Bylaws or other organizing documents, under any written indemnification or other agreement between you and the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination dateCompany, and/or under applicable law; and (2) an additional severance payment equal any rights you may have to Executiveinsurance coverage under any directors and officers liability insurance, other insurance policies of the Company, COBRA or any similar state law; (3) any claims for worker’s target bonus for the year in which the qualifying termination compensation benefits, disability or resignation is effectiveunemployment insurance, pro rated for the number or any other claims that cannot be released as a matter of days Executive was employed by applicable law; (4) your rights to any vested equity or vested benefits under any written agreement with the Company in or Company benefit plan, subject to the terms and conditions of such yearplan and applicable law; and (35) accelerated vesting any claims arising after the date you sign the Release. Subject to your execution, delivery and non-revocation of any unvested shares subject to any outstanding stock options and/or other equity awardsthe Release and Sections 3(b) and (c), such that, the Severance Benefits will commence being paid on the first payroll date after the effective date of the Release, with the Executive shall be vested in one hundred percent (100%) of the shares subject first such installment to include and satisfy all installments that would have otherwise been made up to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on date assuming for such purpose that the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum installments had commenced on the first payroll date following your termination of employment. In the event you fail to execute the Release in a timely manner so as to permit any revocation period that follows to expire prior to the end of such effective datesixty (60) day period (or you revoke acceptance of the Release following its execution) or your breach any of the Restrictive Covenants, you will not be entitled to receive any of the Severance Benefits, and you will be required to repay to the Company any previously paid Severance Benefits.

Termination Without Cause or Resignation for Good Reason. If Executive's employment is terminated by the Company terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability), or if by Executive resigns his employment for Good Reason Reason, then, subject to Section 7, Executive will receive: (as defined below)i) a lump-sum payment equal to Executive's then annual Base Salary, then paid within 30 days of termination of employment, (ii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive's eligible dependents under the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through Company's health insurance plan for twelve months after the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In additionor, if earlier, until Executive furnishes is eligible for similar benefits from another employer (provided Executive validly elects to the Company an executed waiver and release of claims in continue coverage under applicable law), (iii) a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than fortypost-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a termination exercise period of twelve (12) months, and (iv) immediate vesting of all unvested Compensatory Equity that would have vested had Executive otherwise remained an employee for the 12-month period commencing on his termination date. Notwithstanding clause (iv) of the preceding sentence, upon a Change of Control, (x) Executive will receive immediate vesting with respect to 50% of all unvested Stock Options that are then held by Executive, and (y) if a termination described in the preceding sentence occurs within 60 days before or 18 months following the termination date; a Change of Control, Executive will receive (2A) an additional severance a lump-sum payment equal to Executive’s target bonus 's annual Base Salary plus 100% of the annual Target Bonus amount for the year in which the qualifying of termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3B) immediate vesting with respect to all unvested Stock Options that are held by an Executive. For purposes of clause (x) in the preceding sentence, the vesting schedule for Executive's remaining unvested Stock Options (determined after giving effect to clause (x)) shall be automatically proportionately adjusted on a grant by grant basis. Purely to illustrate the mechanics of the preceding sentence, if immediately prior to a Change of Control there were 150 unvested option shares outstanding which were vesting at a rate of 8 shares each month, and after giving effect to the accelerated vesting provisions of any clause (x) 75 of such option shares become vested on an accelerated basis, then the 75 remaining unvested option shares subject to any outstanding stock options and/or other equity awards, such that, on would thereafter vest at a rate of 4 shares per month. Executive's vested Stock Options will remain exercisable in accordance with the effective date terms of the Release, 1999 Stock Plan and the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments corresponding Option Agreements and thereafter will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior expire to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateextent not exercised.

Termination Without Cause or Resignation for Good Reason. If Subject to other provisions in this Section 7 to the Company terminates Executive’s employment contrary, upon the occurrence of a termination without Cause (Cause, which shall include but not be limited to, a Resignation for Good Reason as defined below and other than as a result in Section 6.4, SBI shall: (a) Pay to Employee, or in the event of ExecutiveEmployee’s death or disability)subsequent death, to Employee’s surviving spouse, or if Executive resigns his employment for Good Reason (none, to Employee’s estate, as defined below)severance pay or liquidated damages, then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of terminationor both, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) during each calendar month for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for extending over the number of days Executive was employed by months during which this Agreement would have remained in effect, without renewal, but for such termination, or for two years, whichever period is longer, a sum equal to the Company in monthly rate of Base Salary, payable under this Agreement pursuant to Section 3 immediately prior to such year; and termination. (3b) accelerated vesting To the extent permissible under applicable law, including Code antidiscrimination standards which must be met to retain favorable tax status of any unvested shares subject employee benefit plan, contract or arrangement, continue to any outstanding stock options and/or other equity awardsprovide to Employee during the unexpired term of this Agreement, such thatwithout renewal, on those benefits to which the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject Employee is entitled to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made immediately prior to the effective date termination. In the event it is not permissible or feasible for Corporation to provide Employee with the employee benefits which Employee was receiving immediately prior to the termination without cause, the Corporation shall in that case pay to Employee the economic value of replacement cost for substantially identical benefits for the Release unexpired term of this Agreement, without renewal, or a period of one year, whichever is longer. (c) Notwithstanding any provision in the 1999 Stock Plan or amendments thereto, or in any other plan which may be adopted by the Corporation with respect to stock options, all options granted to or owned by Employee shall accrue and immediately become exercisable. (d) Any bonuses earned under Section 3(a) hereof shall immediately be paid in a lump sum on the first payroll period that follows such effective datefull.

Termination Without Cause or Resignation for Good Reason. If Executive's employment by the Company terminates Executive’s employment is terminated during the Term by the Company without Cause (as defined below and other than as a result of Executive’s death or disability), or if Executive resigns his employment for Good Reason Reason, the options granted to Executive pursuant to Section 3.5 will become fully vested and Executive will be entitled to payment of (as defined below), then the Company shall pay Executive any base salary and a) all accrued and unused vacation benefits earned unpaid Annual Salary and Benefits through the date of such termination, at the rate (b) any accrued but unpaid bonus payable under Section 3.3 with respect to a fiscal year ending prior to such termination, (c) Executive's Annual Salary in effect at the time date of termination, less standard deductions and withholdings. In addition, if Executive furnishes termination plus Executive's target bonus for the period (the "Severance Period") equal to the Company an executed waiver and release longer of claims (i) 12 months following such termination or resignation or (ii) the remaining Term of this Agreement as in a form effect on the day prior to such termination or resignation, to be provided paid in monthly installments over the Severance Period, and (d) continuation of (or payments by the Company (sufficient to enable Executive to continue) the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate welfare benefits in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of termination until the Release, the Executive shall be vested in one hundred percent (100%) earlier of the shares subject to such options and/or awardsend of the Severance Period or the date when Executive has comparable coverage through another employer. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release benefits described in this Section 6.2 shall accrue and be paid in lieu of and not in addition to any other severance arrangement maintained by the Company. Upon the expiration of the Severance Period, all severance benefits will cease and the Company shall have no further liability or obligation by reason of such termination. Notwithstanding the foregoing, no amount will be paid or benefit provided under Sections 6.2(b), (c) or (d) unless Executive executes and delivers to the Company a lump sum on the first payroll period release substantially identical to that follows such effective date.attached hereto as Exhibit I.

Termination Without Cause or Resignation for Good Reason. If In the Company terminates event Executive’s employment with the Company is terminated by the Company without Cause (as defined below and other than as a result of Executive’s death or disability), ) or if Executive resigns his employment for Good Reason Reason, then provided such termination constitutes a “separation from service” (as defined belowunder Treasury Regulation Section 1.409A-1(h), then without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive satisfies the Release Requirement in Section 9 below, and remains in compliance with the terms of this Agreement and the Confidential Information and Invention Agreement, the Company shall provide Executive with the following benefits: (i) The Company will provide the Executive with severance pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s final monthly base salary for a period of three (at 3) months following termination (the Base Salary rate in effect at “Severance Period”); provided, however that the time of termination) for Severance Period shall instead be a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which if the qualifying termination or resignation is effectiveoccurs after the closing of the Company’s Series A Preferred Stock Financing), pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard required payroll deductions and tax withholdings and will (the “Severance Payments”). Subject to Section 10 below, the Severance Payments shall be made in equal installments during the Severance Period on the Company’s regular payroll cycle, schedule in effect following Executive’s termination date; provided, however, however that any such payments that are otherwise scheduled to be made prior to the effective date of the Release Effective Date (as defined below) shall instead accrue and be paid in a lump sum made on the first regular payroll period date following the Release Effective Date. For such purposes, Executive’s final base salary will be calculated prior to giving effect to any reduction in base salary that follows would give rise to Executive’s right to resign for Good Reason. (ii) If Executive timely elects continued coverage under COBRA, the Company will pay the COBRA premiums for Executive and Executive’s eligible dependents during the applicable Severance Period until the earlier of either: (i) the expiration of the Severance Period or, (ii) the date on which the Executive is no longer eligible for COBRA coverage (such effective date.period, the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Period. For purposes of this Agreement, (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are Employee’s sole responsibility

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as in Section 14) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then in Section 14): i. the Company shall pay to Executive any base salary and all accrued and unused vacation benefits earned unpaid Base Salary through the date of termination, such cessation of employment at the rate time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; ii. the Company shall pay to Executive any business expenses that were incurred prior to the date of such cessation of employment but not reimbursed and that are otherwise eligible for reimbursement; iii. to the extent then unpaid, the Company shall pay to Executive the annual incentive award (if any) earned with respect to the calendar year ended immediately prior to the date of such cessation of employment; iv. the Company shall make twelve (12) monthly severance payments to Executive, with each payment equal to one-twelfth (1/12) of the Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution); provided, however, that if the cessation of Executive’s employment with the Company due to a termination by the Company without Cause or a resignation by Executive for Good Reason occurs within ninety (90) days preceding or twelve (12) months after the date of a Change in Control (as defined in Section 14), then, in lieu of the foregoing, the number of monthly severance payments shall be changed to eighteen (18), with each payment equal to one-eighteenth (1/18) of 150% of the Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution); i. the Company shall pay to Executive a lump sum cash payment equal to a pro rata portion of the annual incentive award, if any, that Executive would have earned for the calendar year of his termination based on achievement of the applicable performance targets for such year (the “Terminal Award”) and, for the avoidance of doubt, if and to the extent that any portion of such achievement is based on subjective or judgmental factors, the Company’s determination of the extent of such achievement (if any) shall be final and binding. The pro-rated portion of the Terminal Award shall be determined by multiplying the Terminal Award by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the calendar year of his termination of employment and the denominator of which is three hundred sixty-five (365). Notwithstanding the foregoing, if the cessation of Executive’s employment with the Company due to a termination by the Company without Cause or a resignation by Executive for Good Reason occurs within ninety (90) days preceding or twelve (12) months after the date of a Change in Control, then in lieu of the foregoing, Executive shall receive 1.50 times his “base amount,” which “base amount” for Executive as of the Effective Date shall mean Executive’s annual incentive award target amount for the calendar year of Executive’s termination of employment; provided, however, that the formulation of the “base amount” is subject to change if the formulation for the base amount for similarly situated executives who experience a qualifying termination within an specified time window of a Change in Control is hereafter changed to something other than “annual incentive award target amount” for the calendar year of employment termination. Unless the payment is required to be delayed pursuant to Section 12 below, the payment shall be made on the date that annual incentive awards are paid to similarly situated executives (or if later, the Settlement Date (as defined below)), but in no event later than two-and-a-half months following the end of the calendar year in which Executive’s termination date occurs; ii. if, immediately before the cessation of Executive’s employment, Executive participates (other than pursuant to COBRA) in a Company group health plan, then, for the twelve (12) months following the date of such cessation (or, if sooner, if executive becomes eligible to obtain coverage under another employer plan), the Company will provide COBRA continuation coverage under such plan to Executive and his spouse at the Company’s expense, if and to the extent they or either of them shall have elected and shall be entitled to receive COBRA continuation coverage; and Executive shall provide immediate notice to the Company of such election and the date of such entitlement. The Company may impute income to Executive in an amount determined by the Company, in its sole discretion, to the extent the Company determines that such imputation of income is necessary to mitigate the risk of penalties and/or taxes to Executive or the Company, or to otherwise comply with applicable law; and iii. Executive will immediately vest solely in (1) all of the Initial RSUs and that have not vested on such cessation date and (2) those Performance-Based RSUs and/or 2023 RSUs earned prior to the date of such cessation of employment and that (but for such cessation of employment) are scheduled to vest during (but not after) the one-year period following such cessation date; and, except as provided in the foregoing clauses (1) and (2), all other unvested and/or unearned Shares and equity-based awards then held by Executive will remain outstanding and held in suspense for ninety (90) days following such termination and (I) if a Change of Control occurs within such ninety (90) day period, then, in such circumstances only, those Shares and equity-based incentive awards shall become fully vested, with any performance-based equity awards then otherwise subject to an open performance period (as of the later of the termination or Change in Control) being deemed earned at the target amount established by the Company in connection with the grant of the applicable performance-based equity awards and (II) if a Change of Control does not occur within such ninety (90) day period, those Shares and equity-based awards shall be forfeited on such ninetieth (90th) day. Except as and solely to the extent otherwise provided in this Section 11(a), all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 11(a) are in lieu of, less standard deductions and withholdingsare not in addition to, any other severance arrangements maintained by the Company, including but not limited to severance arrangements in Company plans of applicability to other executives. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Section 11(a)(iii) - 11(a)(vii) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified thereinprovisions of Section 15 below. Subject to Section 12 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in Section 11(a)(iii) will be paid on the later of the sixty-fifth (65th) day following Executive’s cessation of employment (the “Settlement Date”) or the date such annual incentive award would have otherwise been paid, absent Executive’s cessation of employment, but in no event later than fortyMarch 15 of the year following the year to which such annual incentive award relates; and (y) the payments described in Section 11(a)(iv) will commence to be paid on the Settlement Date, provided that the initial payment will include any payments that, but for the above-five (45) days following Executive’s terminationdescribed timing rule, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in would have otherwise been paid since the form of continuation date of Executive’s salary (at the Base Salary rate in effect at the time related cessation of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateemployment.

Termination Without Cause or Resignation for Good Reason. If the Company terminates The Executive’s employment without Cause (as defined below and other than as a result of may be terminated by Executive’s death or disability), or if Executive resigns his employment resignation for Good Reason (as defined below), then or by the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through without Cause. In the date event of such resignation or termination, at Executive is entitled to receive the rate in effect at the time Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6, Section 7, and Section 8 of termination, less standard deductions this Agreement and withholdings. In addition, if Executive furnishes to the Company an executed waiver and (y) timely execution of a release of claims in a favor of the Company, its affiliates and their respective officers and directors in substantially the same form to be provided by the Company as attached as Exhibit A (the “Release”), and the Release becoming effective according to its terms within 60 days following such resignation or termination (the date the Release becomes effective, the “Release Effective Date”), Executive shall be entitled to receive the following (collectively, the “Severance Benefits”): (a) Executive’s Base Salary (as in effect on the date of Executive’s resignation or termination) paid in equal installment payments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall begin on the Company’s first payroll date after the Release Effective Date and continue until the 1st anniversary of the date of Executive’s resignation or termination; provided that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the date of Executive’s resignation or termination and ending on the first payment date if no delay had been imposed. However, if the Release consideration and revocation period spans two calendar years, then the installment payments will commence on the first payroll date in the second calendar year following expiration of the applicable revocation period. (b) A lump sum payment equal to the unpaid Annual Bonus amounts, if any, that Executive otherwise earned prior to Executive’s resignation or termination. This amount shall be paid at the same time the Annual Bonuses are paid to the Company’s executives for such year. (c) Provided termination occurs on or after July 1 in the applicable year, a lump sum payment equal to the Annual Bonus, if any, prorated based upon the number of days worked in the applicable year that Executive otherwise would have earned for the calendar year that includes the date of Executive’s resignation or termination had no resignation or termination occurred, based on actual performance. This amount shall be paid at the time specified in the Annual Bonus award or plan documenting the Annual Bonus terms and conditions for the Executive as if Executive had not resigned or been terminated. (d) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will subsidize the Executive’s election of continuation coverage under COBRA for medical, dental, and/or vision benefits for the Executive and any covered dependents in an amount equal to the Company subsidy for the same benefit options and coverage level elected by Executive and otherwise provided to similarly-situated active employees. Executive will remain responsible under this Section 4.2(d) for the share of the COBRA premium representing the active employee premium cost for the same level of coverage under the benefit options selected by Executive and the eligible dependents throughout the term of the COBRA continuation coverage. At the Company’s election, such reimbursement may either (x) be paid to Executive on the first payroll date of the month immediately following the month in which Executive timely remits the premium payment, or (y) remitted directly to the COBRA administrator on Executive’s behalf. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the 18-month anniversary of the date of Executive’s termination; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.2(d) in a manner as is necessary to comply with the ACA without diminishing the material economic benefits to Executive. (e) With respect to any outstanding equity awards described in Sections 3.3(b) and 3.3(c) at the time of resignation or termination under this Section 4.2 (unless in connection with a Change in Control as described in (f), below), any unvested portion of such outstanding equity awards that are subject to time-vesting shall become fully time vested on the Release Effective Date as to the portion that would otherwise vest had Executive remained employed. (f) If the resignation or termination under this Section 4.2 occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to the resignation or termination occur within the time three months prior to a Change in Control, then the following shall also apply: (i) Executive will receive six additional months of Base Salary severance installment payments under Section 4.2(a). (ii) Any bonus payable under Section 4.2(c) will be for the full year and not prorated. (iii) Unvested outstanding equity awards shall be treated as provided in the respective award agreement. Any delays in the settlement or payment of awards vested under this Section 4.2(f) that are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect. For purposes of this Agreement, “Change in Control” will have the meaning set forth in the Incentive Plan. (g) During the period specified thereinfollowing Executive’s termination until (A) in case of a commission of fraud by Executive, but the completion of the Company’s annual audit for the calendar year following the calendar year of Executive’s termination or (B) in no event later than forty-five (45) days following the case of any other grounds constituting Cause, the completion of the Company’s annual audit for the calendar year of Executive’s termination, and (i) if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Company discovers grounds constituting Cause existed before Executive’s salary termination, or (at ii) during such time that Executive is receiving the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effectiveSeverance Benefits, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of materially breaches any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Releasecovenants set forth in Sections 6, the Executive shall be vested in one hundred percent 7 and/or 8 of this Agreement (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date extent that such violation is, in the Board’s reasonable good faith determination, capable of being cured, Executive shall have an opportunity to cure such violation within fifteen (15) days following written notice of such violation from the Release shall accrue Company), Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and any Severance Benefits previously paid to Executive will be immediately repaid by Executive as soon as practicable but in a lump sum on no case more than thirty (30) days after the first payroll preceding fifteen (15) day cure period that follows such effective dateexpires.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability)Cause, or if Executive resigns his employment for Good Reason (as defined below)Reason, then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingsTermination Amounts. In addition, if subject to Executive furnishes furnishing to the Company an executed waiver and release of claims in Release within a form to be provided by the Company (the “Release”) within the reasonable time period specified therein, therein but which in no event later will be greater than forty-five (45) days following Executive’s after the date of termination, and if Executive allows such allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation a lump sum payment equivalent to (i) three years of Executive’s salary his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason), if Executive’s termination occurs within (or on the last day of) the two-year period starting on the Effective Date; or if Executive’s termination occurs prior to a four (4) month period before a Change in Control or on or after a Change in Control, but prior to any reduction triggering Good Reason (ii) two-years of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) if Executive’s termination occurs after the end of the two-year period that started on the Effective Date; (2) payment of 100% of Executive’s premiums to cover COBRA for the Executive and his eligible dependents for a period of twelve (12) months following the termination date; (23) an additional severance payment equal to Executive’s target bonus a pro-rata Annual Performance Bonus for the year in of termination, where the amount of the pro-rata bonus is the Executive’s maximum bonus opportunity (125% of Executive’s then Base Salary) multiplied by a fraction, the numerator of which the qualifying termination or resignation is effective, pro rated for shall be the number of days full and partial months Executive was employed by worked for the Company in such yearduring the year of termination and the denominator of which shall be 12; and (34) immediate accelerated vesting of any unvested shares equity, whether such equity is subject to time-based or performance-based vesting, including, without limitation, any shares of restricted stock, restricted stock units and unvested outstanding stock option(s) (including, but not limited to, accelerated vesting of any outstanding Options or RSU Awards under Section 3.7 of this Agreement), and provided further that any contractual limitations or restrictions on the rights of Executive to sell or transfer any capital stock options and/or other equity awards, such that, of the Company shall lapse and no longer apply upon his termination from employment under this Section. The payments under (1) and (3) above will be made on the Company’s first regular payroll date after the effective date of the Release, and the Executive shall be vested in one hundred percent (100%) reimbursement or payment of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and COBRA premiums will be made on the Company’s regular payroll cycleas those premium payments become due for Executive, provided, however, provided that any payments otherwise such payment that is scheduled to be made prior to paid before the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective date.

Termination Without Cause or Resignation for Good Reason. In the event at any time of (a) the termination of the employment of the Executive by the Company without Cause (for any reason other than by death or Disability) or (b) the resignation of the Executive from the Company within thirty (30) days of an event constituting Good Reason, the Company shall pay or provide to the Executive only the following: (i) Any earned and accrued but unpaid installment of base salary through the date of the Executive’s resignation for Good Reason or termination at the rate in effect immediately prior to such resignation for Good Reason or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater) and all other unpaid amounts to which the Executive is entitled as of such date under any plan or program of the Company (including payment for any vacation time earned and not taken during the Fiscal Year in which termination occurs and reimbursements not yet paid but due for business expenses previously incurred, such payments to be made in a lump sum within fifteen (15) days following the date of resignation for Good Reason or termination; (ii) Notice or payment in lieu of notice representing six (6) months (the “Notice Period”) of base salary at the same rate of base salary in effect immediately prior to the Executive’s resignation for Good Reason or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). If the Company terminates elects to make a payment in lieu of notice, the Company shall make the payment in lieu of notice in equal installments, less applicable taxes and other withholdings, on the Company’s regular payroll dates. In addition, the Executive will receive the equivalent of the average Annual Cash Bonus prorated for the Notice Period, if any (based on the average Annual Cash Bonus paid to her over the previous three (3) Fiscal Years, if any) paid over that number of months in the Notice Period, less applicable taxes and other withholdings, on the Company’s regular payroll dates. In the event that the termination of Executive’s employment without Cause occurs before the Executive has completed three (as defined below and other than as a result 3) Fiscal Years, the average bonus will be calculated based on the available historical earnings prior to the date of the termination of Executive’s death or disability), or if Executive resigns his employment for Good Reason (as defined below), then the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdingswithout Cause. In addition, if Executive furnishes The Notice Period referred to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive above shall be entitled to: increased by one (1) severance in the form additional month after two (2) years of continuation service for each additional year of Executive’s salary (at the Base Salary rate in effect at the time of termination) for service thereafter, up to a period maximum of twelve (12) months after eight (8) years of service. All payment of base salary and of Annual Cash Bonus continuation shall cease upon the Executive commencing alternate employment or other gainful activities providing income or fees equivalent to at least 70% of the Executive’s Base Salary; provided however that in no event will the Executive receive less than her minimum statutory entitlements, if any. However, should the Executive be terminated without Cause within six (6) months following a Change in Control, then the Executive shall receive instead of the salary continuation set forth above a lump sum amount equal to twelve (12) months of base salary and Annual Cash Bonus (based on the average Annual Cash Bonus paid to her over the previous three (3) Fiscal Years), if any regardless of the Executive’s length of service at that time. (iii) The Company shall maintain in full force and effect for the Notice Period described in Section (ii), following the termination date; (2) an additional severance payment equal to date of the Executive’s target bonus resignation for the year Good Reason or termination without Cause, health and dental insurance programs (not disability and life insurance programs) in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by entitled to participate either immediately prior to the Company Executive’s resignation for Good Reason or termination without Cause or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the Executive’s continued participation is possible under the general terms and provisions of such programs. The health and dental insurance program coverage shall cease upon the Executive commencing alternate employment or other gainful activities. (iv) Any other benefits or perquisites will cease effective the date of termination; (v) Any vested stock option or other long-term incentive grants shall expire in such year; accordance with the Company’s applicable long-term incentive plans and grant agreements under which the stock option or long-term incentive was granted. (vi) As a condition to her entitlement to receive termination payments and benefits under clauses (ii) and (3iii) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Releasethis Section, the Executive shall have executed and delivered to the Company a release substantially in the form attached hereto as Exhibit A. For greater clarity: a) the above payments and continuation of benefits are inclusive of (and not in addition to) the Executive’s minimum statutory entitlements and, except as set forth above, no other payment whatsoever shall be vested due by the Company to the Executive; b) the Executive will not be entitled to any civil law notice or payments in one hundred percent (100%lieu with respect to the termination of her employment in accordance with these provisions and the Executive voluntarily waives such notice or payments in lieu; and c) except as set out above, no further notice of termination, pay in lieu thereof, severance pay or any other amounts will be payable to the Executive in respect of the shares subject to such options and/or awardstermination of her employment whether at civil law or otherwise, including in the event of a constructive dismissal. The severance payments will be subject to standard payroll deductions and withholdings and will be made on Executive also agrees that regardless of the length of her employment with the Company’s regular payroll cycle, providedany change in her position or other terms of employment, however, that any payments otherwise scheduled this provision will continue to be made prior apply to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateher.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below and other than as below) or a result of Executive’s death or disability), or if resignation by Executive resigns his employment for Good Reason (as defined below), then ): (i) the Company shall pay to Executive any base salary and all accrued and unused vacation benefits earned unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices, and any accrued but unpaid vacation time or paid time off (PTO) (if applicable); (ii) to the extent then unpaid, the Company shall pay to Executive (x) the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment and (y) an amount equal to the pro-rated Target Bonus for the year of termination, at based on his actual period of service during such year; (iii) the rate Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such qualifying event) for a period equal to the Severance Period; (iv) if Executive validly elects to receive continuation coverage under the Company’s group health plan (if any) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of the Company for the same coverage; and (v) to the extent such cessation of employment occurs within three (3) months prior to or twelve (12) months following a Change in Control (as defined below), (x) the Company shall pay to Executive an amount equal to the Target Bonus for the calendar year in which the termination occurs, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. ​ ​ Except as otherwise provided in this Section 10(a), all compensation and benefits will cease at the time of terminationExecutive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 10(a) are in lieu of, less standard deductions and withholdingsnot in addition to, any other severance arrangement maintained by the Company. In additionNotwithstanding any provision of this Agreement, if Executive furnishes the payments and benefits described in Section 10(a)(ii)- 10(a)(v) are conditioned on Executive’s execution and delivery to the Company an executed waiver and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to be provided by the Company (the “Release”) within and on Executive’s continued compliance with the time period specified therein, but provisions of the Proprietary Information and Assignment Agreement (defined below). ​ Subject to Section 11 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in no event Section 10(a)(ii) will be paid on the later than fortyof the sixty-five fifth (4565th) days day following Executive’s terminationcessation of employment (the “Settlement Date”), and if Executive allows or the date such Release to become effective in accordance with its termsannual bonus would have otherwise been paid, then Executive shall be entitled to: (1) severance in the form of continuation of absent Executive’s salary (at the Base Salary rate in effect at the time cessation of termination) for a period of twelve (12) months following the termination dateemployment; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, with respect to any amount payable in respect of the pro-rated Target Bonus for the year of termination, such amount shall be paid on the Settlement Date; (y) the payments described in Section 10(a)(iii) and 10(a)(iv) will commence to be paid on the Settlement Date, provided that the initial payment will include any payments that, but for the above-described timing rule, would have otherwise scheduled to be made prior been paid since the date of Executive’s cessation of employment; and (z) the payment of an amount equal to the effective date Target Bonus described in Section 10(a)(v) will be paid on the later of the Release shall accrue and be paid Settlement Date or the tenth (10th) day following the Change in a lump sum on the first payroll period that follows such effective date.Control. ​

Termination Without Cause or Resignation for Good Reason. If During the Change in Control Determination Period. In the event your employment with the Company terminates Executive’s employment is terminated by the Company without Cause Cause, or you resign for Good Reason, in either event during the Change in Control Determination Period, then provided such termination constitutes a “separation from service” (as defined below and other than as a result of Executive’s death or disabilityunder Treasury Regulation Section 1.409A-1(h), or if Executive resigns his employment for Good Reason (as defined belowwithout regard to any alternative definition thereunder, a “Separation from Service”), then and provided that you remain in compliance with the terms of this Agreement, the Confidentiality Agreement, the Arbitration Agreement, and any other agreement between you and the Company, the Company shall provide you with the following Change in Control Severance Benefits: a. The Company shall pay Executive any base salary and accrued and unused vacation benefits earned through you, as severance, the equivalent of 100% of your Base Salary in effect as of the date of your employment termination and disregarding for this purpose any decrease in annual base salary constituting Good Reason, subject to standard payroll deductions and withholdings (the “CIC Salary Severance”). The CIC Salary Severance will be paid as one-time, lump-sum payment no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after your Separation from Service, provided the Separation Agreement (as discussed in Section 7.5) has become effective. b. The Company shall pay you, as additional severance, an amount equal to the sum of (i) 100% of your target annual Performance Bonus for the year of termination, at ; and (ii) a pro rata target annual Performance Bonus for the rate in effect at the time year of termination, less standard deductions calculated by multiplying your target Performance Bonus amount as of the date of termination by a fraction, the numerator of which is the number of days worked in the performance year and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release denominator of claims in a form to be provided by the Company which is 365 (the “ReleaseCIC Bonus Severance”) within ). The CIC Bonus Severance will be paid as a one-time, lump-sum payment contemporaneously with the time period specified thereinCIC Salary Severance, but in no event later than fortythe first regularly-five scheduled payroll date following the sixtieth (4560th) days following Executiveday after your Separation from Service, provided the Separation Agreement (as discussed in Section 7.5) has become effective. c. If you timely elect continued group health plan continuation coverage under COBRA or a state or local equivalent, such as Cal-COBRA, the Company shall pay the full amount of your premiums on behalf of you for your continued coverage under the Company’s terminationgroup health plans, including coverage for your eligible dependents, for 12 months or until such earlier date on which you become eligible for health coverage from another employer (the “COBRA CIC Payment Period”). The level of coverage will be the same (if possible) as the level of coverage selected by you and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of your termination) for a . Upon the conclusion of such period of twelve insurance premium payments made by the Company, you will be responsible for the entire payment of premiums (12or payment for the cost of coverage) months following required under COBRA for the termination date; duration of your eligible COBRA coverage period. Notwithstanding the foregoing, if you timely elect continued group health plan continuation coverage under COBRA and at any time thereafter the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (2including, without limitation, Section 2716 of the Public Health Service Act) an additional severance or violating Section 105(h) of the Code, then in lieu of paying the employer portion of the COBRA premiums on your behalf, the Company will instead pay you on the last day of each remaining month of the COBRA CIC Payment Period a fully taxable cash payment equal to Executive’s target bonus 200% of the COBRA premium for the year in which the qualifying termination or resignation is effectivethat month, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awardsapplicable tax withholding (such amount, such that, on the effective date “Special CIC Severance Payments”). Such Special CIC Severance Payments shall end upon expiration of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective dateCOBRA CIC Payment Period.

Termination Without Cause or Resignation for Good Reason. If the a The Company terminates may terminate Executive’s employment with the Company at any time without Cause (as defined below below) and other than Executive may resign for Good Reason in accordance with the terms provided herein. b If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company shall pay Executive, as a result severance, (x) the equivalent of twelve (12) months of Executive’s death or disabilityBase Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings; and (y) if the termination date occurs subsequent to the conclusion of the fiscal year but prior to the payment of the Annual Bonus to which the fiscal year relates, such Annual Bonus, if any, as computed in accordance with Section 2.2 above (the “Severance Benefits”). The Severance Benefits will be paid as a continuation on the Company’s regular payroll, or if Executive resigns his employment for Good Reason beginning no later than the first regularly-scheduled payroll date following the sixtieth (60th) day after Executive’s Separation from Service (as defined below), then provided the Company shall pay Executive any base salary Separation Agreement (as discussed in Paragraph 6) has become effective, and accrued and unused vacation benefits earned through further provided that the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In additionBonus component under (y), if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) within the time period specified thereinany, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (3) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of the shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period sixtieth day after Executive’s Separation from Service. c For purposes of this Agreement, “Cause’’ for termination will mean: (a) commission of any (i)felony or (ii) crime involving fraud, dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the duty of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure or refusal by Executive to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company (reasonable wear and tear from regular use excepted); (e) chronic neglect or absenteeism in the performance of Executive’s duties; (f) willful misconduct, gross negligence, or other material violation of Company policy or code of conduct that follows causes an adverse effect upon the Company; (g) breach of any written agreement with the Company (including this Employment Agreement); or (h) any action that in the reasonable belief of the Board shall or potentially shall subject the Company to material adverse publicity or effects. Prior to any termination for Cause under section (c), (e), (f), (g), or (h), the Board shall provide Executive by written notice with ten (l 0) calendar days to cure same, provided any such effective dateactions underlying Cause are determined by the Board to be curable. Any determination of Cause hereunder shall be made by the Board in its good faith discretion, which shall only be made by the Board and, to the extent deemed practicable by the Board, after providing the Executive an opportunity to respond to any determination or allegation of Cause.

Termination Without Cause or Resignation for Good Reason. In Connection with a Change of Control. If the Company terminates Executive’s employment without Cause (as defined below and other than as a result of Executive’s death or disability)Cause, or if Executive resigns his employment for Good Reason Reason, upon the occurrence of, or within thirty (as defined below)30) days prior to, then or within six (6) months following, the effective date of a Change of Control, the Company shall pay Executive any base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of terminationTermination Amounts, less standard deductions and withholdings. In addition, if subject to Executive furnishes furnishing to the Company an executed waiver and release of claims in a form to be provided by the Company (the “Release”) Release within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such allowing the Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation a lump sum payment equivalent to eighteen (18) months of Executive’s salary his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason); (2) payment of Executive’s premiums to cover COBRA for a period of twelve eighteen (1218) months following the termination date; (23) an additional severance payment a prorated annual bonus equal to Executive’s the target bonus Annual Milestone Bonus, if any, for the year in of termination multiplied by a fraction, the numerator of which the qualifying termination or resignation is effective, pro rated for shall be the number of days full and partial months Executive was employed by worked for the Company in such year; and the denominator of which shall be 12, and (34) immediate accelerated vesting of any unvested shares subject to any Restricted Shares and unvested outstanding stock options and/or other equity awardsoption(s). These payments under (1), such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%2) of the shares subject to such options and/or awards. The severance payments and (3) above will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in a lump sum on the first payroll period that follows such effective date.