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

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive's employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Executive’s employment with Salary provided for in Section 3(a) as accrued through the Company and/or any date of its parent, subsidiaries such resignation or affiliates is terminated termination and continuing for any reason other than death, disability or for Cause, or the remainder of the then-effective Term (the "Continuation Period"); (B) any Bonus earned but not yet paid in respect of any calendar year preceding the Executive resigns year in which such termination or resignation occurs; (C) any unreimbursed expenses and (D) a Bonus for Good Reason from employment with the Company and/or calendar year in which such termination or resignation occurs equal to the Executive's Target Bonus for such year and a Bonus for each subsequent year included in whole or in part within the Continuation Period equal to the Target Bonus for the calendar year in which such termination or resignation occurs, provided, however, that the amount of such Bonus payable in respect of any partial calendar year at the conclusion of its parentthe Continuation Period shall be prorated and shall equal the Executive's Bonus for such year multiplied by a fraction, subsidiaries the numerator of which shall equal the number of days in such calendar year up to and including the last day of the Continuation Period and the denominator of which shall equal the lesser of 365 or affiliatesthe number of days in such final calendar year up to and including the last day of the Term. During the Continuation Period, (X) Salary payments to the Executive shall be entitled: • payable in accordance with the payroll practices of the Company, and (Y) Bonus payments shall be made in respect of each calendar year at the same time that bonuses are paid to receive then current Base Salary for a period of twelve (12) months from participants in the termination or resignation date, payable at such times as such Base Salary would Bonus Plan. The Executive shall also be payable as if no such termination or resignation had occurred; • entitled to continue continued participation in the medical, dental and insurance plans and arrangements described in clauses (b) Section 5, on the same terms and (f) of Section 4 (conditions as are in effect immediately prior to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation resignation, until the earlier to occur of (i) the “last day of the Continuation Period”Period and (ii) or, such time as Executive is entitled to comparable benefits provided by a subsequent employer. Anything herein to the extent at any time following termination of this Agreement and contrary notwithstanding, the Company shall have no obligation to continue to maintain during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued any plan or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive program solely as a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time result of the termination or discontinuation provisions of any such plansthis Agreement. If, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The , Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make provide Executive with compensation or benefits the Benefits Termination Payment shall be due to aggregate value of which, in the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms reasonable judgement of the Plans and Company, is no less than the relevant stock option agreement. If aggregate value of the provisions of Section 5(c) are applicable compensation or benefits that Executive would have received under such plan or program had he been eligible to any termination participate therein or resignation of employment, the Executive’s rights shall had such plan or program continued to be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall shall, subject to the provisions of Section 17 of this Agreement, be entitled: • to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which which, after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period a period of twelve (the “Benefits Termination Payment”)12) months, less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due Executive, payable to the Executive immediately upon the date of termination or discontinuation of any applicable plantermination; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans Equity Plan and the relevant stock option agreement. The Executive may resign for Good Reason by giving the Company thirty (30) business days' prior written notice and, during that thirty-day period, an opportunity to cure. The subsequent death, disability, or obtaining of a new position by the Executive does not mitigate or terminate the obligations of the Company under this Section 5(b). The Company may terminate the Executive's employment without Cause by giving the Executive written notice. If the provisions of Section 5(c) are applicable to any termination or resignation of employmentemployment because a Change of Control has occurred, the Executive’s 's rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive's employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Executive’s employment with Salary provided for in Section 3(a) as accrued through the Company and/or any date of its parent, subsidiaries such resignation or affiliates is terminated termination and continuing for any reason other than death, disability or for Cause, or the remainder of the then-effective Term (the "CONTINUATION PERIOD"); (B) any Bonus earned but not yet paid in respect of any calendar year preceding the Executive resigns year in which such termination or resignation occurs; (C) any unreimbursed expenses and (D) a Bonus for Good Reason from employment with the Company and/or calendar year in which such termination or resignation occurs equal to the Executive's Target Bonus for such year and a Bonus for each subsequent year included in whole or in part within the Continuation Period equal to the Target Bonus for the calendar year in which such termination or resignation occurs, PROVIDED, HOWEVER, that the amount of such Bonus payable in respect of any partial calendar year at the conclusion of its parentthe Continuation Period shall be prorated and shall equal the Executive's Bonus for such year multiplied by a fraction, subsidiaries the numerator of which shall equal the number of days in such calendar year up to and including the last day of the Continuation Period and the denominator of which shall equal the lesser of 365 or affiliatesthe number of days in such final calendar year up to and including the last day of the Term. During the Continuation Period, (X) Salary payments to the Executive shall be entitled: • payable in accordance with the payroll practices of the Company, and (Y) Bonus payments shall be made in respect of each calendar year at the same time that bonuses are paid to receive then current Base Salary for a period of twelve (12) months from participants in the termination or resignation date, payable at such times as such Base Salary would Bonus Plan. The Executive shall also be payable as if no such termination or resignation had occurred; • entitled to continue continued participation in the medical, dental and insurance plans and arrangements described in clauses (b) Section 5, on the same terms and (f) of Section 4 (conditions as are in effect immediately prior to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation resignation, until the earlier to occur of (i) the “last day of the Continuation Period”Period and (ii) or, such time as Executive is entitled to comparable benefits provided by a subsequent employer. Anything herein to the extent at any time following termination of this Agreement and contrary notwithstanding, the Company shall have no obligation to continue to maintain during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued any plan or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive program solely as a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time result of the termination or discontinuation provisions of any such plansthis Agreement. If, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The , Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make provide Executive with compensation or benefits the Benefits Termination Payment shall be due to aggregate value of which, in the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms reasonable judgement of the Plans and Company, is no less than the relevant stock option agreement. If aggregate value of the provisions of Section 5(c) are applicable compensation or benefits that Executive would have received under such plan or program had he been eligible to any termination participate therein or resignation of employment, the Executive’s rights shall had such plan or program continued to be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. If during In the term event of this Agreement either (A) the Company's termination of Executive’s 's employment with the Company and/or any of its parenthereunder without Cause, subsidiaries or affiliates is terminated (B) Executive's resignation for any reason other than Good Reason, (C) Executive's death, disability or for Cause, or (BD) Executive's Disability, he shall be entitled to the following: (i) the Executive resigns for Good Reason from employment with payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to two times (a) the higher of the Fixed Salary paid immediately preceding the Termination Date or the Fixed Salary on March 18, 2003 and (b) the "HIGHEST BONUS", where the Highest Bonus equals the greater of the Annual Bonus paid by the Company and/or any of its parent, subsidiaries or affiliates, to Executive (x) during the Executive shall be entitled: • to receive then current Base Salary for a period of from twelve (12) months immediately preceding the Effective Date through the Termination Date, or (y) if the reduction in Executive's Fixed Salary is not restored in whole or part, the amount the Annual Bonus would have been from the termination or resignation datedate of this Agreement through the Termination Date, payable at such times as such Base Salary would be payable calculated as if no such termination or resignation all reductions had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (been restored, but only to the extent permissible that any such Annual Bonus paid during this period utilized the amount of Executive's Fixed Salary in calculating said Annual Bonus; provided, however, that Executive shall have no right to have paid or payable from the Trust adopted by law and the terms of such plans and arrangements) for Company on October 23, 2001 pursuant to a period of twelve (12) months after such termination or resignation Trust Agreement with HSBC Bank USA as trustee (the “Continuation Period”"OLD TRUST"), any portion of the Severance Benefit (i) orattributable to any increase in his Fixed Salary after March 31, to 2002, or (ii) otherwise in excess of the extent at any time following termination of this Agreement and during the Continuation Period Severance Benefit or other severance payment that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then would have been eligible to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and if his employment taxes, will equal the pre-tax cost to with the Company at the time had terminated as of March 31, 2002 under circumstances entitling him to a Severance Benefit or other severance payment. Payment of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Severance Benefit shall be due to the Executive immediately contingent upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining 's execution of a new position by the Executive does not mitigate or cease the obligations waiver and release of claims (a "RELEASE") in favor of the Company under this paragraphand its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance Benefit shall be paid by the Company in a lump sum, no later than two (2) business days after the expiration of the Revocation Period, as defined in the Release."

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for by CTI without Cause, or (B) if the Executive resigns from Executive’s employment for Good Reason and provided that such termination constitutes a “separation from employment with service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation”) and Executive executes and does not revoke a general release of all claims in the form prescribed by the Company and/or any and such release becomes effective within sixty (60) days of its parent, subsidiaries or affiliatesExecutive’s Separation (the “Deadline”), the Executive shall be entitledentitled to receive: • to receive then current Base Salary for a period of twelve (12i) eighteen (18) months of Severance Pay; (ii) an amount equal to the greater of the average of the three (3) prior years’ bonuses or thirty percent (30%) of base salary in effect upon Executive’s Severance Date; (iii) pay for all vacation time accrued as of the Severance Date; and (iv) CTI shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by CTI as of the Severance Date, for eighteen (18) months following the Severance Date. The parties agree that the foregoing shall be paid as follows: (w) the Severance Pay provided in (i) above shall be paid in eighteen (18) equal installments pursuant to CTI’s regular payroll procedures commencing on the Company’s first normal payroll date that occurs on or after the Deadline, (x) the severance provided in (ii) above shall be paid on the first normal payroll date on or after the Deadline, (y) the accrued but unused vacation shall be paid on the Severance Date and (z) premium payments for life insurance shall be made on each regularly scheduled due date for such payments beginning with the first regularly scheduled due date that occurs on or after the Deadline Date (with any payments due prior to such time being made on such date). In addition, CTI shall reimburse the Executive for any premium payments for COBRA continuation coverage for the Executive and Executive’s covered dependents under CTI’s medical plan only for the period from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in Severance Date until the plans and arrangements described in clauses earlier of: (b1) and a date eighteen (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (1218) months after such termination the Severance Date; or resignation (the “Continuation Period”2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in a date on which the Executive is permitted to continue participation are established in their placecovered under the medical plan of another employer, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the does not exclude pre-tax existing conditions. At Executive’s sole cost and expense, Executive may elect to exercise any disability insurance conversion originally available to Executive under the then existing group or individual disability insurance policies. In the event of a breach of the Inventions and Proprietary Information Agreement, in addition to any other remedy available to CTI, all of CTI’s obligations under this Section 1(b) shall terminate immediately. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each payment that is paid under the preceding paragraph (other than payments referenced in Section 1(b)(iii) above and COBRA reimbursements) is hereby designated as a separate payment. Notwithstanding anything stated herein, if the Company (for this purpose, “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of Executive’s Separation and, at the termination time of Executive’s Separation Executive is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), then any severance that Executive would otherwise be entitled to pursuant to 1(b) during the six (6) month period following his Separation (for purposes of clarity, this does not include amounts referenced in Section 1(b)(iii) above or discontinuation COBRA reimbursements) shall not be paid during such six (6) month period and shall instead be paid on the first business day following the expiration of such six (6) month period or, if earlier, the date of Executive’s death, and any such plansremaining payments shall continue to be paid in accordance with this Section 1(b). The Executive shall have no right under this Agreement or otherwise to receive any bonus, attributable stock options, or other compensation awarded or benefits provided, determined or paid subsequent to the Severance Date to other employees of CTI, pro rata or otherwise. However, if Executive is terminated by CTI without Cause or the Executive resigns from Executive’s employment for Good Reason, all unvested stock based compensation to which the Executive may have rights on the Severance Date shall accelerate and immediately vest and all options shall remain exercisable as provided for in the parties’ corresponding Stock Option Agreement(s). Notwithstanding the foregoing, if and only if, CTI is a privately held company on the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”)Severance Date, less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company CTI shall make the Benefits Termination Payment shall be due recommend to the Executive immediately upon Board of Directors to extend the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a exercise period of from three (3) months to two (2) years after the employment termination Severance Date for stock options other than any incentive stock options in which the Executive may have rights on the Severance Date; provided however, should CTI stock become publicly traded during any extended stock option exercise period granted hereunder, Executive may only exercise stock options in which Executive may have rights during the three (3) month period following the date in accordance with a corresponding S-8 registration statement is declared effective; or ii) the terms last day of the Plans and the relevant extended stock option agreementexercise period. The decision to accept CTI’s recommendation to extend the exercise period shall be within the sole discretion of the Board of Directors. If CTI Common Stock is publicly traded on the provisions of Section 5(c) are applicable to Severance Date, any termination or resignation of employment, exercise period will remain as provided for in the Executive’s rights shall be governed by Section 5(cparties’ corresponding Stock Option Agreement(s). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If During the Initial Employment Period or any subsequent Renewal Employment Period, the Company shall give the Executive not less than 30 days prior written notice of its intention to terminate his employment without Cause, and the Executive shall give the Company not less than 30 days’ prior written notice of his intention to resign his employment for Good Reason. If, during the term of this Agreement either (A) Initial Employment Period or any subsequent Renewal Employment Period, the Executive’s employment with is terminated by the Company and/or any of its parent, subsidiaries without Cause or affiliates is terminated for any reason other than death, disability or for Cause, or (B) if the Executive resigns from his employment for Good Reason from employment with Reason, in lieu of all other amounts that otherwise may be due to the Executive in such events, the Company and/or any shall pay the Executive the Accrued Amounts. In addition, subject to the Executive’s execution and delivery of its parent, subsidiaries or affiliatesa general release of claims in the form attached hereto as Exhibit A, the Executive shall be entitled: • entitled to receive then current (i) a cash lump sum payment in an amount equal to three hundred percent (300%) of the Base Salary for a period in effect on the date of twelve (12) months from the such termination or resignation dateresignation; (ii) full vesting of all stock options, payable at such times restricted stock awards and other equity awards outstanding as such Base Salary would be payable as if no of the date of such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such provided for under existing plans and arrangementsaward agreements, provided, however, that any unvested restricted stock awards granted on June 2, 2006 as bonuses to the Executive in connection with the 2006 sale and disposition of the operations and other assets of the Australian Railroad Group Pty. Ltd. to Queensland Rail and Xxxxxxx & Xxxxx Limited and related transactions shall fully vest notwithstanding any contrary provisions in the applicable plan or award agreement; (iii) payment by the Company of all annual premiums (and related tax gross-up payments) for a the Executive’s life insurance coverage (as described in Section 4(g)) due for the period beginning with the year that includes the date of twelve (12) months after such termination or resignation (through and including the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans year in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus attains age 70; and (iv) payment in an amount which after payment therefrom by the Company of all applicable federal and state income and employment taxes, will equal the pre-tax cost premiums payable with respect to the Company at Medicare supplemental insurance for the time Executive and his dependents for the period beginning on the date of the such termination or discontinuation of any resignation and ending on the third anniversary thereof (all such planspayments and benefits together, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination PaymentSeverance Obligations”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make pay the Benefits Termination Payment shall be due cash payment portion the Severance Obligations to the Executive immediately upon no later than 30 days following the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any Executive’s termination or resignation of employment, and shall pay the Executiveinsurance premium payment portion of the Severance Obligations in accordance with the Company’s rights ordinary practice with respect to such payments. The Executive shall not be obligated to seek other employment or take any other employment or take any other action by way of mitigation of the amounts payable to the Executive under this Section 4(c), and the amounts payable hereunder shall not be reduced or offset by any amounts that the Executive earns after his termination or resignation of employment with the Company. Subject to any applicable law or regulatory requirement, the Executive and the Company hereby mutually agree to cooperate in drafting any public communication regarding a termination or resignation described in this Section 3(d); the text of which communication shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphsubject to their mutual agreement prior to its publication.

Termination Without Cause; Resignation for Good Reason. If during Except as provided in Section 4(a) below, if the term Executive’s employment is terminated by the Company (or the surviving company following a Change of Control (as defined in Section 4(c) below)) without Cause or by the Executive for Good Reason, either before or after a Change of Control, the provisions of this Agreement either Section 3(c) shall apply (Asubject to the modifications of Section 4(a) below, if applicable). The Company may terminate the Executive’s employment with the Company and/or at any time without Cause upon not less than thirty (30) days’ prior written notice to the Executive. The Company may, in its sole and absolute discretion, pay the Executive his Base Salary in lieu of its parentany unexpired period of notice and terminate his employment immediately. Except as provided in Section 4(a) below, subsidiaries upon termination of the Executive ’s employment by the Company under this Section 3(c) or affiliates is terminated by the Executive for Good Reason, either before or after a Change of Control, if the Executive executes and does not revoke a written release, in substantially the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any reason other than death, disability entitlements under the terms of this Agreement or for Cause, under any plans or (B) programs of the Company under which the Executive resigns for Good Reason from employment has accrued and is due a benefit) (the “Release”), and continues to comply with the Company and/or any provisions of its parent, subsidiaries or affiliatesthe Proprietary Information and Invention Assignment Agreement (as defined in Section 6(a) below) and restrictive covenants and representations in Section 6 below, the Executive shall be entitled: • entitled to receive then current Base Salary for a period of twelve the payments and benefits set forth in subsections 3(c)(i), (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (bii) and (f) iii), in lieu of any other payments and benefits due under any severance plan or program for employees or executives (subject to the modifications of Section 4 (to the extent permissible by law and the terms of such plans and arrangements4(a) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) orbelow, to the extent at if applicable). Notwithstanding any time following termination provision of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at contrary, in no event shall the time timing of the termination or discontinuation of any such plans, attributable to the Executive’s participation execution of the Release, directly or indirectly, result in the plans Executive designating the calendar year of payment, and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf if a payment that is subject to execution of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Release could be made in more than one taxable year, payment shall be due to made in the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphlater taxable year.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (i) If, (A) prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause, (B) prior to the expiration of the Term, the Executive resigns for Good Reason, or (C) the Executive’s employment with is not continued following the expiration of the Term on account of the Company and/or and the Executive failing to mutually agree upon the Executive’s continued employment and the terms thereof, the Executive shall be entitled to receive the Accrued Compensation and Benefits. In addition, in the event of the occurrence of any of its parent(A)-(C) above, subsidiaries or affiliates the Company shall pay the Executive a cash lump sum in the amount of two (2) times his Base Salary. In addition, if the Executive’s employment is terminated for any reason other than death, disability without Cause or for Cause, or (B) if the Executive resigns for Good Reason from employment with the Company and/or any of its parentand, subsidiaries or affiliates, the Executive shall be entitled: • to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at following such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive timely elects to receive so-called “COBRA” continuation coverage for himself and/or his covered dependents, the Company will provide such coverage to them under the Company’s applicable medical and dental plans. The Executive shall be required to pay the full COBRA premium for such coverage for so long as he maintains such coverage. However, the Company shall pay to the Executive, as additional severance, a one-time lump sum cash payment in an amount equal to 18 times the excess of (x) the total monthly premium cost for the Executive’s rights COBRA continuation coverage, determined as of the date of his termination or resignation of employment, over (y) the amount of the standard contribution that the Company’s active employees are required to make toward the total monthly cost of the same coverage, determined as of such date. Such lump sum payment shall be governed by subject to all required tax withholding. Other than payment in respect of the Accrued Compensation and Benefits, which shall be made at the times provided in Section 5(c4(a), subject to Section 4(b)(iii) below, payments pursuant to this Section 4(b) shall be made on the 60th day following the Executive’s date of termination of employment. The subsequent disability Except for the payments and benefits to be paid or obtaining of a new position by provided to the Executive does not mitigate pursuant to this Section 4(b), the Executive shall have no further rights under this Agreement or cease the obligations otherwise under any plan, program or arrangement of the Company under this paragraphGroup (which includes, prior to a Transaction, the Parent Group) to receive any other compensation or benefits after such termination or resignation of employment.

Termination Without Cause; Resignation for Good Reason. If Executive’s employment is terminated by Navigators during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any a reason other than death, disability or for Cause, or (B) the if Executive resigns for Good Reason from employment Reason, then subject to Executive’s execution and non-revocation of a General Release in accordance with the Company and/or any Section 7 of its parentthis Agreement, subsidiaries or affiliates, the Executive shall will be entitled: • entitled to receive then current Base Salary (i) continued payment of his base salary for a period of twelve (12) months from the termination or resignation date12 months, payable at on each of Navigators’ regularly scheduled payroll dates (“Severance Pay”); (ii) payment of an amount equal to 100% of Executive’s target annual bonus for the year in which Executive’s employment terminates, payable within 60 days after the date of termination; (iii) payment of any annual bonus earned in the year prior to the year in which Executive’s employment terminates, to the extent not paid and without regard to Executive’s continued employment through the date of payment, payable when otherwise paid to similarly situated senior officers of Navigators; and (iv) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the Executive and his or her eligible dependents, and Executive’s continued payment of premiums associated with such times as coverage, the Company shall pay or reimburse Executive, on a monthly basis, for the portion of the costs of continued health benefits for Executive and Executive’s covered dependents equal to the amount that the Company was paying immediately prior to such Base Salary would termination, with such reimbursement to continue for 12 months following such termination, or such earlier date on which COBRA coverage for the Executive and his or her covered dependents terminates in accordance with COBRA. Any such payments scheduled to be payable as if no paid prior to the effective date of the General Release shall be delayed until the General Release becomes effective in accordance with Section 7 of this Agreement. In the event that such termination or resignation had occurred; • occurs during the 12-month period following a Change in Control, then in addition to continue participation in the plans payments and arrangements benefits described in clauses (bi) through (iv) above, (A) any outstanding stock grants will immediately vest, with outstanding performance-based awards vesting at 100% of the target level of performance and (fB) any unpaid amounts of Section 4 (to the extent permissible by law Retention Award shall be paid. Notwithstanding the foregoing, in the event that Executive breaches any of the covenants set forth in Sections 8, 9 and the terms 10, all payments of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated Severance Pay shall thereupon cease and no comparable plans in which the further payments to Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed made by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphNavigators.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (Ax) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for without Cause, or (By) the Executive resigns for Good Reason from employment with Reason, Executive will receive: (1) the Company and/or any Accrued Obligations; (2) a lump sum cash payment equal to the sum of its parent, subsidiaries or affiliates, the Executive shall be entitled: • to receive then current (a) 200% of Executive’s Base Salary for a period of twelve (12) months from the termination or resignation dateyear in which his employment terminated, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and 200% of the greater of (f1) of Section 4 (to Executive’s Annual Bonus as in effect for the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans fiscal year in which his employment terminates, or (2) the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom mean average of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 performance bonuses paid for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after fiscal years preceding the fiscal year in which his employment terminates. (3) acceleration of any of Executive’s outstanding Company equity awards subject to time-based vesting conditions (other than Earned Awards) such that Executive will be vested in the number of shares or units, as applicable, subject to such Company equity awards that Executive would be vested in had Executive remained continuously employed with Employer for an additional 12 months; (4) with respect to Executive’s outstanding Company performance-based equity awards: the sum of (A) if Executive’s termination date in accordance with occurs before the terms end of the Plans and applicable performance period that relates to a portion of such Company performance-based equity award, then Executive will vest in the relevant stock option agreement. If product of (i) the provisions target number of Section 5(c) are applicable units or shares subject to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations such portion of the Company under this paragraph.performance-based equity award, as applicable, multiplied by (ii) the quotient derived from the number of full months Executive remained in continuous service to the Employer from the beginning of the performance period through Executive’s termination date, over the total months from the beginning of the performance period through the end of the applicable vesting period for such portion, plus (B) if Executive’s termination date occurs on or after the end of the applicable performance period that relates to a portion of such Company performance-based equity award (each such portion, an “Earned Award”), then Executive will vest in the number of units or shares subject to such Earned Award, as applicable, which have been earned, but not yet vested as of Executive’s termination date (or in the event that the determination of the achievement for such completed performance period has not yet been approved by the Committee as of Executive’s termination date, then the number of units or shares subject to such Earned Award that will be earned as of the date the Committee determines the achievement of the performance objective for such performance period); and

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5 (e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5 (a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “"Continuation Period”"), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated terminate and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5 (b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the date of termination termination, resignation or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s 's rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for by CTI without Cause, or (B) if the Executive resigns from Executive’s employment for Good Reason and provided that such termination constitutes a “separation from employment with service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation”) and Executive executes and does not revoke a general release of all claims in the form prescribed by the Company and/or any and such release becomes effective within sixty (60) days of its parent, subsidiaries or affiliatesExecutive’s Separation (the “Deadline”), the Executive shall be entitledentitled to receive: • to receive then current Base Salary for a period of twelve (12i) eighteen (18) months of Severance Pay; (ii) bonus pay equal to the greater of the average of the three prior years bonuses or 30% of base salary in effect upon Executive’s Severance Date; and (iii) pay for all vacation time accrued as of the Severance Date. The parties agree that the foregoing shall be paid as follows: (x) the Severance Pay provided in (i) above shall be paid in eighteen (18) equal installments pursuant to CTIs regular payroll procedures commencing on the Company’s first normal payroll date that occurs on or after the Deadline, (y) the bonus pay shall be paid on the first normal payroll date on or after the Deadline, and (z) the accrued but unused vacation shall be paid on the Severance Date. CTI shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by CTI as of the Severance Date, for eighteen (18) months following the Severance Date, with premium payments made on each regularly scheduled due date for such payments beginning with the first regularly scheduled due date that occurs on or after the Deadline Date (with any payments due prior to such time being made on such date). In addition, CTI shall reimburse the Executive for any costs incurred by the Executive in electing COBRA continuation coverage for the Executive and Executive’s covered dependents under CTI’s medical plan only for the period from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in Severance Date until the plans and arrangements described in clauses earlier of: (b1) and a date eighteen (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (1218) months after such termination the Severance Date; or resignation (the “Continuation Period”2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in a date on which the Executive is permitted to continue participation are established in their placecovered under the medical plan of another employer, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the does not exclude pre-tax existing conditions. At Executive’s sole cost and expense, Executive may elect to exercise any disability insurance conversion originally available to Executive under the then existing group or individual disability insurance policies. In the event of a breach of the Inventions and Proprietary Information Agreement, in addition to any other remedy available to CTI, CTI’s obligation under this Section 1(b) shall terminate immediately. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each payment that is paid under the preceding paragraph (other than payments referenced in Section 1(b)(iii) above and COBRA reimbursements) is hereby designated as a separate payment. Notwithstanding anything stated herein, if the Company (for this purpose, “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation Separation and, at the time of Executive’s Separation he is a “specified employee,” as defined in the plans and arrangements described in clauses (b) and (f) of Treasury Regulation Section 4 for the Continuation Period (the “Benefits Termination Payment”1.409A-1(i), less then any portion which severance that Executive would otherwise be entitled to pursuant to 1(b) during the Company has already six (6) month period following his Separation (for purposes of clarity, this does not include amounts referenced in Section 1(b)(iii) above or COBRA reimbursements) shall not be paid during such six (6) month period and shall instead be paid on behalf the first business day following the expiration of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon such six (6) month period or, if earlier, the date of termination Executive’s death, and any remaining payments shall continue to be paid in accordance with this Section 1(b). The Executive shall have no right under this Agreement or discontinuation of otherwise to receive any applicable plan; and • to have all bonus, stock options which have been granted options, or other compensation awarded or benefits provided, determined or paid subsequent to the Severance Date to other employees of CTI, pro rata or otherwise. However, if Executive is terminated by CTI without Cause or the Executive resigns from Executive’s employment for Good Reason: (i) all unvested stock based compensation to which the Executive may have rights on the Severance Date shall accelerate and immediately become fully exercisable vest and to all options shall remain exercisable for a period of three (3) months after following the employment termination date in accordance with the terms of the Plans and the relevant stock option agreementSeverance End Date. If the provisions of Section 5(c) are applicable to any termination or resignation of employmentand only if, CTI is a privately held company on the Executive’s Severance Date, CTI shall recommend to the Board of Directors to extend an exercise period from three (3) months to two (2) years after the Severance Date for stock options other than any incentive stock options in which the Executive may have rights on the Severance Date; provided however, should CTI stock become publicly traded during any extended stock option exercise period granted hereunder, Executive may only exercise stock options in which Executive may have rights during the three (3) month period following the date a corresponding S-8 registration statement is declared effective; or ii) the last day of the extended stock option exercise period. The decision to accept CTI’s recommendation to extend the exercise period shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by within the Executive does not mitigate or cease the obligations sole discretion of the Company under this paragraphBoard of Directors. If CTI Common Stock is publicly traded on the Severance Date, any exercise period will remain as provided for in the parties’ corresponding Stock Option Agreement(s).

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, she shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination, payable within 30 days following termination and (subject to the Executive’s employment execution and delivery of a general release of all claims against the Affiliated Companies and the expiration of any release revocation period, which release shall be consistent with the Company and/or any terms of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with this Agreement and in form reasonably acceptable to the Company and/or any (the “Release”), within sixty (60) calendar days following termination of its parentemployment), subsidiaries or affiliates, continued payment of the Executive shall be entitled: • to receive then Executive’s then-current Base Salary for a period of twelve eighteen (1218) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), payable in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) orcalendar day following termination of employment and shall include payment of any amounts that would otherwise be due prior thereto; (B) at the time of, on the terms of, and otherwise consistent with payments to similarly-situated executives, (x) any Annual Bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation occurs and (y) an Annual Bonus for the calendar year in which the Executive’s termination of employment or resignation occurs equal to a pro rata portion of the Executive’s target Annual Bonus, if any, for such year, determined on the basis of the number of days in such year through the date of the Executive’s termination of employment or resignation, provided, however, that if the Executive’s employment is terminated during the first three months of a fiscal year, no such bonus shall be payable with respect to that fiscal year; and (C) any unreimbursed expenses. Except to the extent at required pursuant to Section 22 hereof, during the Continuation Period, Salary payments to the Executive shall be payable in accordance with the customary payroll practices of the Company. Subject to the Executive’s execution and delivery of the Release and the expiration of any time release revocation period within sixty (60) calendar days following termination of this Agreement employment, the Executive (and during those eligible dependents who were participants in the Continuation Period that applicable plans as of the termination date) shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in clauses Section 5, on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (bi) the last day of the Continuation Period and (fii) of Section 4 are discontinued or terminated and no comparable plans in which such time as the Executive is permitted entitled to comparable benefits provided by a subsequent employer. Anything herein to the contrary notwithstanding, the Company shall have no obligation to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for maintain during the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf plan or program solely as a result of the Executive provisions of this Agreement. If, during the Continuation Period. The , the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make the Benefits Termination Payment shall be due to provide the Executive immediately upon with compensation or benefits the date aggregate value of termination which, in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or discontinuation of any applicable plan; and • to have all stock options which have been granted to benefits that the Executive would have received under such plan or program had she been eligible to immediately become fully exercisable and participate therein or had such plan or program continued to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability by the Company without Cause (as defined below) or for Cause, or (B) the by Executive resigns for Good Reason from employment (as defined below), and subject to timely execution and non-revocation of a General Release (as defined below) and compliance with the Section 4, and in lieu of any other severance benefits otherwise payable under any Company and/or any of its parentplan or policy, subsidiaries or affiliates, the Executive shall be entitledentitled to, in addition to the Accrued Amounts: • to receive then current (i) continued payment of Executive’s Base Salary for a period of twelve 12 months immediately following the date of Executive’s termination of employment; (12ii) months from if Executive timely elects coverage under the termination or resignation dateConsolidated Budget Reconciliation Act of 1985, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses amended (b) and “COBRA”), Company-subsidized coverage (f) of Section 4 (equal to the extent permissible by law and same portion of the terms monthly premium the Company pays for active employees) until the earliest of such plans and arrangements(x) for a period the one-year anniversary of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following date of Executive’s termination of this Agreement and during employment or (y) the Continuation Period date Executive becomes eligible for health insurance under the health plans of another employer; (iii) any Annual Bonus for the completed fiscal year that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans ended prior to fiscal year in which Executive’s termination of employment occurred but for which the Executive is permitted to continue participation are established right payment thereof has not vested in their placeaccordance with Section 2(b), then to receive a gross bonus payment shall be deemed vested in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of Section 2(b) and payable at the Plans and same time annual bonuses are paid to similarly situated employees of the relevant stock option agreement. If Company; (iv) an amount equal to 100% of the provisions target amount of Section 5(c) are applicable to any termination or resignation of employment, the Annual Bonus for the fiscal year in which the Executive’s rights termination of employment occurs, payable as a lump sum cash payment at the end of the Restricted Period (as defined in Section 4); (v) the vesting of all outstanding unvested RSUs granted to Executive pursuant to Section 2(c) of this Agreement shall accelerate and vest in full on the date of Executive’s termination of employment and (vi) continued vesting of any other time-vesting RSUs that would have vested in the 12-month period following Executive’s termination of employment held by Executive and unvested on the date of termination. The amounts payable pursuant to clauses (i)‑(vi) shall be governed by payable in accordance with Company policies and practices unless provided otherwise in this Section 5(c3(b). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) Subject to the provisions of Section 4.2(e) hereof, if, prior to the expiration of the Term, the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason by the Corporation without Cause, and other than death, disability as a result of his death or for CauseDisability, or (B) if the Executive resigns from his employment for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliatesReason, the Executive shall be entitled: • entitled to receive then current as severance benefits (the "Severance Benefits") the following: (I) his Base Salary for a period of twelve (12) months from at the termination or resignation date, payable at such times as such Base Salary would be payable as if no annual rate then in effect immediately prior to such termination or resignation had occurredor, as the case may be, his compensation under Section 3.2(b) through the effective date of such termination or resignation; • to continue participation in (II) the plans and arrangements described in clauses (b) and (f) of Section 4 (Incentive Compensation the Executive would have earned, prorated to the extent permissible by law and the terms effective date of such termination or resignation; (III) continued coverage for the Term under the Corporation's health and insurance plans and arrangements) for a period of twelve (12) months after applicable to the Executive immediately prior to such termination or resignation or, if any such plan does not permit continued coverage of the Executive, the Corporation shall arrange to provide a benefit substantially similar to and no less favorable than the benefits he was entitled to under such plan; and (IV) a lump sum severance payment equal to 2.99 times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code (the “Continuation Period”"Code") or(subject to any applicable payroll or other taxes and charges required to be withheld computed at the rate for supplemental payments) provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under section 280G of the Code then in effect, to if any. In the extent at any time following termination absence of this Agreement and such regulations, if the Executive were not employed by the Corporation (or the corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the Continuation entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (1) the average of the Executive's annual compensation for the complete calendar years during the Base Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in during which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal was so employed or (2) the pre-tax cost to the Company at the time average of the termination or discontinuation of Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any such plans, attributable to compensation (other than nonrecurring items) includable in the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 's gross income for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination partial calendar year or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms annual average of the Plans and Executive's total compensation for the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by Base Period during which the Executive does not mitigate or cease the obligations of the Company under this paragraph.was so employed, determined by dividing such

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Executive’s employment with Salary provided for in Section 3(a) as accrued through the Company and/or any date of its parent, subsidiaries such resignation or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • to receive then current Base Salary termination and continuing for a period of twelve (12) months one year from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms date of such plans and arrangements) for a period of twelve (12) months after such resignation or termination or resignation (the “Continuation Period”); (B) orany bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation occurs; (C) any unreimbursed expenses and (1) a bonus for the calendar year in which such termination or resignation occurs equal to the Executive’s target annual performance bonus, if any, for such year and each subsequent calendar year included in whole or in part within the Continuation Period, provided, however, that the amount of such bonus payable in respect of any partial calendar year at the conclusion of the Continuation Period shall be prorated and shall equal such target annual performance bonus multiplied by a fraction, the numerator of which shall equal the number of days in such calendar year up to and including the last day of the Continuation Period and the denominator of which shall equal the lesser of 365 or the number of days in such final calendar year up to and including the last day of the Term; and (D) all stock and stock option grants awarded to the Executive by the Company, or a successor by merger or acquisition, including, but not limited to all awards under the Company’s 2007 Performance Equity Plan and any successor plan thereto, shall become 100% vested and shall be exercisable as provided in the applicable stock option agreement. Except to the extent at any time following termination of this Agreement and required pursuant to Section 21 hereof, during the Continuation Period that Period, (X) Salary payments to the Executive shall be payable in accordance with the payroll practices of the Company, and (Y) bonus payments, if any, shall be made in respect of each calendar year at the same time and in the same manner as bonuses are paid to participants in the applicable bonus plan. The Executive shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in clauses Section 5, on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (bi) the last day of the Continuation Period and (fii) of Section 4 are discontinued or terminated and no comparable plans in which such time as the Executive is permitted entitled to continue participation are established in their place, then to receive comparable benefits provided by a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost subsequent employer. Anything herein to the contrary notwithstanding, the Company at the time of the termination or discontinuation of any such plans, attributable shall have no obligation to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for Continue to maintain during the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf plan or program solely as a result of the Executive provisions of this Agreement. If, during the Continuation Period. The , the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make the Benefits Termination Payment shall be due to provide the Executive immediately upon with compensation or benefits the date aggregate value of termination which, in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or discontinuation of any applicable plan; and • to have all stock options which have been granted to benefits that the Executive would have received under such plan or program had he been eligible to immediately become fully exercisable and participate therein or had such plan or program continued to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the ExecutiveParticipant’s employment or service with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability by the Company without Cause or for Cause, or (B) by the Executive resigns Participant for Good Reason from (as defined below), in either event, within one-year prior to the Determination Date, then 50% of the Earned Phantom Shares, if any, shall vest on the Determination Date. If the Participant’s employment or service with the Company and/or any is terminated by the Company without Cause or by the Participant for Good Reason (as defined below), in either event, following the Determination Date but prior to the one-year anniversary of its parentthe Determination Date, subsidiaries then the remaining 50% of the Earned Phantom Shares, if any, shall vest on the date of such termination. For purposes of this Section 4(a), “Good Reason” shall include: (i) a material reduction in the Participant’s base salary or affiliates, annual bonus opportunity; (ii) the Executive shall be entitled: • relocation of the geographic location of the Participant’s principal place of employment to receive then current Base Salary for a period of twelve location more than fifty (1250) months miles from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) Participant’s principal place of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the proposed relocation (excluding reasonably required business travel in connection with the performance of the Participant’s duties); or (iii) a material diminution in the Participant’s position, authority, duties or responsibilities. Notwithstanding the foregoing, any assertion by the Participant of a termination or discontinuation for Good Reason shall not be effective unless all of any such plans, attributable the following conditions are satisfied: (A) the condition giving rise to the ExecutiveParticipant’s participation termination of employment must have arisen without the Participant’s consent, (B) the Participant must provide written notice to the Board of the existence of such condition(s) within ninety (90) days of the initial existence of such condition(s), (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the plans and arrangements described in clauses (b) Board’s receipt of such written notice, and (fD) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of the Participant’s termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to employment must occur within ninety (90) days following the Executive to immediately become fully exercisable and to remain exercisable for a period Board’s receipt of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphsuch notice.

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination; (B) any unreimbursed expenses; and, subject to the Executive’s execution and delivery of a general release of all claims against the Company and its affiliates, which release shall be consistent with the terms of this Agreement (the “Release”), within sixty (60) days following termination of employment: (C) a lump sum payment on the 60th day following the Executive’s termination of employment of a pro rata portion of his annual and long term performance bonuses (other than the EBITDA Award set forth in Section 4(a) of this Agreement) for the year in which he is terminated as if 100% of the performance targets were met, (D) a lump sum payment on the 60th day following the Executive’s termination of employment equal to the greater of (x) annual base salary for the remainder of the Executive’s employment with contract or (y) two (2) times the sum of the Executive’s annual base salary and maximum annual performance bonus, (E) immediate vesting of all equity awards granted to the Executive by the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason (other than death, disability or for Cause, or the EBITDA Award set forth in Section 4(a) of this Agreement) and (BF) the Executive resigns for Good Reason from employment with immediate lapse of all lock-up restrictions on all of the Executive’s stock in the Company and/or any . Subject to the Executive’s execution and delivery of its parent, subsidiaries or affiliatesthe Release within sixty (60) days following termination of employment, the Executive shall be entitled: • to receive then current Base Salary for a period (and those eligible dependents who were participants in the applicable plans as of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would ) shall also be payable as if no such termination or resignation had occurred; • entitled to continue continued participation in the medical, dental and insurance plans and arrangements described in clauses Section 5, on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (bi) the day which is 24 months following the termination date (such period, the "Continuation Period") and (fii) of Section 4 (such time as the Executive is entitled to comparable benefits provided by a subsequent employer. Anything herein to the extent permissible by law and contrary notwithstanding, the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, Company shall have no obligation to the extent at any time following termination of this Agreement and continue to maintain during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued any plan or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive program solely as a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time result of the termination or discontinuation provisions of any such plansthis Agreement. If, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The , the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make the Benefits Termination Payment shall be due to provide the Executive immediately upon with compensation or benefits the date aggregate value of termination which, in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or discontinuation of any applicable plan; and • to have all stock options which have been granted to benefits that the Executive would have received under such plan or program had he been eligible to immediately become fully exercisable and participate therein or had such plan or program continued to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. If during In the term of this Agreement either event that (A) the Executive’s Company terminates your employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for hereunder without Cause, or (B) the Executive resigns you resign for Good Reason from employment with or (C) the Company and/or any of its parentfails to extend the Term for at least one additional one-year period as described herein, subsidiaries or affiliates, the Executive you shall be entitledentitled to the following: • (i) the payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to receive then current Base two times (a) the higher of the Fixed Salary for a paid immediately preceding the Termination Date or the Fixed Salary on March 18, 2003 and (b) the "HIGHEST BONUS", where the Highest Bonus equals the greater of the Annual Bonus paid by the Company to you (x) during the period of from twelve (12) months immediately preceding the Effective Date through the Termination Date, or (y) if your reduction in your Fixed Salary is not restored in whole or part, the amount your Annual Bonus would have been from the termination or resignation datedate of this Agreement through the Termination Date, payable at such times as such Base Salary would be payable calculated as if no such termination or resignation all reductions had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (been restored, but only to the extent permissible that any such Annual Bonus paid during this period utilized the amount of your Fixed Salary in calculating said Annual Bonus; provided, however, that you shall have no right to have paid or payable from the Trust adopted by law and the terms of such plans and arrangements) for Company on October 23, 2001 pursuant to a period of twelve (12) months after such termination or resignation Trust Agreement with HSBC Bank USA as trustee (the “Continuation Period”"OLD TRUST"), any portion of your Severance Benefit (i) orattributable to any increase in your Fixed Salary after March 31, to 2002, or (ii) otherwise in excess of the extent at any time following termination of this Agreement and during the Continuation Period Severance Benefit or other severance payment that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then you would have been eligible to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and if your employment taxes, will equal the pre-tax cost to with the Company at the time had terminated as of March 31, 2002 under circumstances entitling you to a Severance Benefit or other severance payment. Payment of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Severance Benefit shall be due to the Executive immediately contingent upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining your execution of a new position by the Executive does not mitigate or cease the obligations waiver and release of claims (a "RELEASE") in favor of the Company under this paragraphand its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance Benefit shall be paid by the Company in a lump sum, no later than two (2) business days after the expiration of the Revocation Period, as defined in the Release."

Termination Without Cause; Resignation for Good Reason. (i) If during the term of this Agreement either (A) the Executive’s 's employment with is terminated by the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 6(e) hereof) or for Cause, or or, if the Executive should resign for Good Reason prior to the expiration of the Term, he shall be entitled (A) to receive a lump sum severance payment in an amount equal to the Executive's then current base salary for the then remaining portion of the Term, plus (B) all amounts due to the Executive resigns for Good Reason from employment with under Section 5(i) above shall be accelerated and due and payable to the Company and/or any of its parentExecutive, subsidiaries or affiliates, to the extent not paid to the Executive as of the termination of this Agreement, which payments shall be entitled: • to receive then current Base Salary for a period of twelve (12) months from due immediately upon the termination or resignation dateof the Executive's employment and, payable if not so paid, shall bear interest at the rate of 15% per annum from such times as such Base Salary would be payable as if no such termination or resignation had occurred; • date until paid, and (C) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 5 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period the then remaining portion of twelve (12) months after such termination or resignation the Term (the “Continuation "Benefits Period”"), or (2) or, to at the extent election of the Executive at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their placeBenefits Period, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plansExecutive's election, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 5 hereof for the Continuation Benefits Period (the “Benefits Termination Payment”), less any portion thereof during which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clause (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 5 hereof in accordance with subsection 6(b)(i)(C)(1) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the Executive's delivery of written notice to the Company of his election pursuant to subsection 6(b)(i)(C)(2), and if not so paid, shall bear interest at the rate of 15% per annum for such date of termination or discontinuation of any applicable plan; until paid, and • (D) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination or resignation date (as the case may be) in accordance with the terms of the Plans and the relevant stock option agreement. If , and (E) to continue to have use of a Company owned automobile and to receive all reimbursements associated therewith in accordance with the provisions of Section 5(c5(a) are applicable hereof for the balance of the Term, or upon his written notice to the Company at any time within three months following the termination or resignation date (as the case may be), to purchase his Company owned automobile at a purchase price equal to the book value of employment, said automobile as carried on the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations books and records of the Company under this paragraphCompany, plus all applicable excise taxes.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive’s employment immediately upon the date of termination or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during Except as provided in Section 4(a) below, if the term Executive’s employment is terminated by the Company (or the surviving company following a Change of Control (as defined in Section 4(c) below)) without Cause or by the Executive for Good Reason, either before or after a Change of Control, the provisions of this Agreement either Section 3(c) shall apply (Asubject to the modifications of Section 4(a) below, if applicable). The Company may terminate the Executive’s employment with the Company and/or at any time without Cause upon not less than thirty (30) days’ prior written notice to the Executive. The Company may, in its sole and absolute discretion, pay the Executive his Base Salary in lieu of its parentany unexpired period of notice and terminate his employment immediately. Except as provided in Section 4(a) below, subsidiaries upon termination of the Executive ’s employment by the Company under this Section 3(c) or affiliates is terminated by the Executive for Good Reason, either before or after a Change of Control, if the Executive executes and does not revoke a written release, in substantially the form attached hereto as Exhibit B, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any reason other than death, disability entitlements under the terms of this Agreement or for Cause, under any plans or (B) programs of the Company under which the Executive resigns for Good Reason from employment has accrued and is due a benefit) (the “Release”), and continues to comply with the Company and/or any provisions of its parent, subsidiaries or affiliatesthe Proprietary Information and Invention Assignment Agreement (as defined in Section 6(a) below) and restrictive covenants and representations in Section 6 below, the Executive shall be entitled: • entitled to receive then current Base Salary for a period of twelve the payments set forth in subsections 3(c)(i), (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (bii) and (f) iii), in lieu of any other payments due under any severance plan or program for employees or executives (subject to the modifications of Section 4 (to the extent permissible by law and the terms of such plans and arrangements4(a) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) orbelow, to the extent at if applicable). Notwithstanding any time following termination provision of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at contrary, in no event shall the time timing of the termination or discontinuation of any such plans, attributable to the Executive’s participation execution of the Release, directly or indirectly, result in the plans Executive designating the calendar year of payment, and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf if a payment that is subject to execution of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Release could be made in more than one taxable year, payment shall be due to made in the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphlater taxable year.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive her then current Base Salary (or, if greater, an annual amount equal to the Base Salary actually paid during the period of twelve months ending on the date of termination of employment) for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued her participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive’s employment immediately upon the date of termination or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during (i) If, prior to the term expiration of this Agreement either (A) the Term, the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability by the Company without Cause or for Cause, or (B) if the Executive resigns from his employment hereunder for Good Reason from employment with Reason, then in addition to the Company and/or amounts set forth in Section 6(a) and the payment of any of its parent, subsidiaries unpaid earned Bonus for the year immediately preceding the year in which such termination or affiliatesresignation occurs, the Executive shall be entitled: • entitled to receive then current Base Salary the following payments (collectively, the “Severance Payments”): (A) a pro rata portion of the Bonus for a period of twelve (12) months from the year in which the termination or resignation dateoccurs calculated by multiplying (x) the Bonus for the year of termination (based and on the assumption that all performance targets have been or will be achieved) by (y) a fraction, payable the numerator of which is the number of days the Executive was employed during the year of termination and denominator of which is 365; and (B) if at such times as such Base Salary would be payable as if no the time of such termination or resignation had occurred; • the Executive is not “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy (or if the Executive is “retirement eligible” and such termination or resignation occurs after a Change on Control or within six months of a Change of Control as described below), a payment equal to continue participation in the plans and arrangements described in clauses Applicable Multiple (bas defined below) times the sum of (x) the Reference Salary, (y) the Reference Bonus and (fz) the Reference Benefits Value (each as defined below). Notwithstanding the foregoing, if at the time of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (a) the Executive is “Continuation Period”) or, to retirement eligible” within the extent at any time following termination meaning of this Agreement the Company’s Equity Plan Retirement Policy and during the Continuation Period that the plans and arrangements described in clauses (b) a Change of Control has not occurred (and (f) a Change of Section 4 are discontinued Control does not occur within six month following such termination or terminated resignation and no comparable plans it is not reasonably demonstrated that such termination of employment or Good Reason event was in which contemplation of the Change in Control during such six month period), then the Executive is permitted to continue participation are established in their place, then shall not receive the amount specified under Section 6(c)(1)(B) above but shall instead be eligible to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal the entitlements provided under the Company’s Equity Plan Retirement Policy, subject to and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms and conditions of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphsuch policy.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “"Continuation Period”"), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(l) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the date of termination termination, resignation or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option options agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s 's rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5 (a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “"Continuation Period”"), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the date of termination termination, resignation or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s 's rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. (i) If during the term of this Agreement either (A) the Executive’s employment with is terminated by the Company and/or any of its parent, subsidiaries without Cause or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with Reason, including, for the avoidance of doubt, during the period while the Executive is employed as a Special Advisor, the Company and/or any of its parentshall pay the Executive, subsidiaries or affiliates, the Executive shall be entitledsubject to Section 4(e) below: • (A) severance pay equal to receive then current Base Salary for a period of twelve (12) months from of the Executive’s then-current Base Salary and an amount equal to the Executive’s annual full unprorated TBO (based upon the Executive’s then-current Base Salary) payable by the Company in installments during its regular payroll cycle over the twelve (12) month period following the termination of the Executive’s employment, provided that the first payment shall be made on the sixtieth (60th) day after the termination of the Executive’s employment, and such first payment shall include payment of any amounts that would otherwise be due prior thereto, (B) a pro rata portion of the Executive’s Annual Bonus for the year of termination, if and to the extent that the Company achieves its performance metrics for such year, payable when bonuses are normally paid to other senior executives of the Company, but in no event later than March 15th of the year following the year to which such bonus relates, (C) any Annual Bonus in respect of a previously completed fiscal year to the extent earned but unpaid as of the date of the termination or resignation dateof Executive’s employment, payable at such times as such Base Salary would be payable as if no such on the sixtieth (60th) day after the termination or resignation had occurred; • to continue participation in of the plans Executive’s employment, (D) the Other Accrued Compensation and arrangements described in clauses (b) Benefits, and (fE) of Section 4 (subject to the extent permissible Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconstruction Act of 1985, as amended (“COBRA”), on a monthly basis, commencing on the sixtieth (60th) day after the termination of the Executive’s employment, with such payment including any amounts that would otherwise be due prior thereto, the group medical, dental and vision continuation coverage premiums for the Executive and his eligible dependents under COBRA in excess of the amount the Executive would have paid if he were an active employee for the COBRA continuation coverage period, which amount shall be includible as compensation income to the Executive; provided that the Executive or his dependents are eligible and remain eligible for COBRA coverage; provided, further, that if the Executive receives group health coverage from another employer of him (in which event the Executive shall promptly notify the Company in writing), such continuation of coverage by law and the terms of such plans and arrangementsCompany under this Section 4(b)(i) for a period of twelve (12) months shall immediately cease. Except as otherwise provided in this Agreement, the Executive shall have no further rights to receive any other compensation or benefits after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, she shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination, payable within 30 days following termination and (subject to the Executive’s employment execution and delivery of a general release of all claims against the Affiliated Companies and the expiration of any release revocation period, which release shall be consistent with the Company and/or any terms of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with this Agreement and in form reasonably acceptable to the Company and/or any (the “Release”), within sixty (60) calendar days following termination of its parentemployment), subsidiaries or affiliates, continued payment of the Executive shall be entitled: • to receive then Executive’s then-current Base Salary for a period of twelve six (126) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), payable in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) orcalendar day following termination of employment and shall include payment of any amounts that would otherwise be due prior thereto; (B) at the time of, on the terms of, and otherwise consistent with payments to similarly-situated executives, (x) any Annual Bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation occurs and (y) an Annual Bonus for the calendar year in which the Executive’s termination of employment or resignation occurs equal to a pro rata portion of the Executive’s target Annual Bonus, if any, for such year, determined on the basis of the number of days in such year through the date of the Executive’s termination of employment or resignation, provided, however, that if the Executive’s employment is terminated during the first three months of a fiscal year, no such bonus shall be payable with respect to that fiscal year; and (C) any unreimbursed expenses. Except to the extent at required pursuant to Section 22 hereof, during the Continuation Period, Salary payments to the Executive shall be payable in accordance with the customary payroll practices of the Company. Subject to the Executive’s execution and delivery of the Release and the expiration of any time release revocation period within sixty (60) calendar days following termination of this Agreement employment, the Executive (and during those eligible dependents who were participants in the Continuation Period that applicable plans as of the termination date) shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in clauses Section 5, on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (bi) the last day of the Continuation Period and (fii) of Section 4 are discontinued or terminated and no comparable plans in which such time as the Executive is permitted entitled to comparable benefits provided by a subsequent employer. Anything herein to the contrary notwithstanding, the Company shall have no obligation to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for maintain during the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf plan or program solely as a result of the Executive provisions of this Agreement. If, during the Continuation Period. The , the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make the Benefits Termination Payment shall be due to provide the Executive immediately upon with compensation or benefits the date aggregate value of termination which, in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or discontinuation of any applicable plan; and • to have all stock options which have been granted to benefits that the Executive would have received under such plan or program had she been eligible to immediately become fully exercisable and participate therein or had such plan or program continued to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) and the Relocation Stipend provided for in Section 6(b), both as accrued through the date of such resignation or termination and both payable within 30 days following termination and, subject to the Executive’s employment with execution and delivery of a general release of all claims against the Company and/or Affiliated Companies and the expiration of any of its parentrelease revocation period, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive which release shall be entitled: • to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and consistent with the terms of such plans this Agreement and arrangementsin form reasonably acceptable to the Company (the “Release”), within sixty (60) calendar days following termination of employment, continued payment of the Executive’s then-current Salary and the Relocation Bonus (if applicable) for a period of twelve six (126) months after such termination or resignation (the “Continuation Period”), payable in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) orcalendar day following termination of employment and shall include payment of any amounts that would otherwise be due prior thereto; (B) at the time of, on the terms of, and otherwise consistent with payments to similarly-situated executives, (x) any Annual Bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation occurs and (y) an Annual Bonus for the calendar year in which the Executive’s termination of employment or resignation occurs equal to a pro rata portion of the Executive’s target Annual Bonus, if any, for such year, determined on the basis of the number of days in such year through the date of the Executive’s termination of employment or resignation, provided, however, that if the Executive’s employment is terminated during the first three months of a fiscal year, no such bonus shall be payable with respect to that fiscal year; and (C) any unreimbursed expenses. Except to the extent at required pursuant to Section 22 hereof, during the Continuation Period, Salary payments to the Executive shall be payable in accordance with the customary payroll practices of the Company. Subject to the Executive’s execution and delivery of the Release and the expiration of any time release revocation period within sixty (60) calendar days following termination of this Agreement employment, the Executive (and during those eligible dependents who were participants in the Continuation Period that applicable plans as of the termination date) shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in clauses Section 5, on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (bi) the last day of the Continuation Period and (fii) of Section 4 are discontinued or terminated and no comparable plans in which such time as the Executive is permitted entitled to comparable benefits provided by a subsequent employer. Anything herein to the contrary notwithstanding, the Company shall have no obligation to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for maintain during the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf plan or program solely as a result of the Executive provisions of this Agreement. If, during the Continuation Period. The , the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make the Benefits Termination Payment shall be due to provide the Executive immediately upon with compensation or benefits the date aggregate value of termination which, in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or discontinuation of any applicable plan; and • to have all stock options which have been granted to benefits that the Executive would have received under such plan or program had he been eligible to immediately become fully exercisable and participate therein or had such plan or program continued to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause, or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination and, subject to the Executive’s employment execution and delivery and effectiveness of a general release of all claims against the Company and its affiliates, which release shall be consistent with the Company and/or terms of this Agreement (the “Release”), within sixty (60) days following termination of employment, a cash amount of $300,000, payable in equal installments over the course of the six-month period immediately following the Executive’s termination in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) day following termination of employment and shall include payment of any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or amounts that would otherwise be due prior thereto; (B) any bonus earned but not yet paid in respect of any calendar year preceding the Executive resigns year in which such termination or resignation occurs; (C) any unreimbursed expenses; (D) if such termination occurs on or following March 21 of a calendar year in which an RSA is otherwise scheduled to be granted pursuant to Section 3(b) and prior to the RSA grant for Good Reason from such year , in lieu of any RSA for such year, a cash payment in the amount of $50,000 for each full month of employment with elapsed since March 21 of such year, payable in a lump sum on the sixtieth (60th) day following termination of employment; and (E) any unvested RSA shall vest as to one-twelfth of the shares of Company and/or any common stock subject to such RSA for each full month of its parentemployment elapsed since the immediately preceding anniversary of the Effective Date. Except to the extent required pursuant to Section 21 hereof, subsidiaries or affiliates, the payments set forth in (i)(A) to the Executive shall be entitled: • payable in accordance with the payroll practices of the Company. Subject to receive then current Base Salary for a period the Executive’s execution and delivery and effectiveness of twelve the Release within sixty (1260) months from days following termination of employment, the Executive (and those eligible dependents who were participants in the applicable plans as of the termination or resignation date, payable at such times as such Base Salary would ) shall also be payable as if no such termination or resignation had occurred; • entitled to continue continued participation in the medical, dental and insurance plans and arrangements described in clauses (b) Section 4, on the same terms and (f) of Section 4 (conditions as are in effect immediately prior to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation resignation, until the earlier to occur of (i) the “Continuation Period”) or, to the extent at any time last day of six-month period immediately following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) employment and (fii) of Section 4 are discontinued or terminated and no comparable plans in which such time as the Executive is permitted entitled to comparable benefits provided by a subsequent employer. Anything herein to the contrary notwithstanding, the Company shall have no obligation to continue participation are established in their place, then to receive maintain during the six-month period immediately following termination of employment any plan or program solely as a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time result of the provisions of this Agreement. If, during the six-month period immediately following termination of employment, (x) the Executive is precluded from participating in a plan or discontinuation of any such plansprogram by its terms or applicable law, attributable to (y) the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which a plan or program would cause the Company has already paid on behalf to be subject to an excise tax or (z) the Company for any reason ceases to maintain such plan or program, the Company shall provide the Executive with compensation or benefits the aggregate value of which, in the reasonable judgment of the Executive during Company, is no less than the Continuation Period. The Company shall make aggregate value of the Benefits Termination Payment shall be due to compensation or benefits that the Executive immediately upon the date of termination would have received under such plan or discontinuation of any applicable plan; and • program had he been eligible to have all stock options which have been granted participate therein or had such plan or program continued to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive’s employment immediately upon the date of termination or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for by CTI without Cause, or (B) if the Executive resigns from Executive’s employment for Good Reason and provided that such termination constitutes a “separation from employment service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation”) and Executive executes and does not revoke a general release of all claims in the form prescribed by the Company (such form to be substantially similar to the form presented to Executive in connection with the Company and/or Agreement, together with any changes to such form as CTI may reasonably determine to be appropriate to comply with applicable law) and such release becomes effective within sixty (60) days of its parent, subsidiaries or affiliatesExecutive’s Separation (the “Deadline”), the Executive shall be entitledentitled to receive: • to receive then current Base Salary for a period of twelve (12i) eighteen (18) months of Severance Pay; (ii) an amount equal to the greater of the average of the three (3) prior years’ bonuses or thirty percent (30%) of base salary in effect upon Executive’s Severance Date; (iii) pay for all vacation time accrued as of the Severance Date; and (iv) CTI shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by CTI as of the Severance Date, for eighteen (18) months following the Severance Date. The parties agree that the foregoing shall be paid as follows: (w) the Severance Pay provided in (i) above shall be paid in eighteen (18) equal installments pursuant to CTI’s regular payroll procedures commencing on the Company’s first normal payroll date that occurs on or after the Deadline, (x) the severance provided in (ii) above shall be paid on the first normal payroll date on or after the Deadline, (y) the accrued but unused vacation shall be paid on the Severance Date and (z) premium payments for life insurance shall be made on each regularly scheduled due date for such payments beginning with the first regularly scheduled due date that occurs on or after the Deadline Date (with any payments due prior to such time being made on such date). In addition, CTI shall reimburse the Executive for any premium payments for COBRA continuation coverage for the Executive and Executive’s covered dependents under CTI’s medical plan only for the period from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in Severance Date until the plans and arrangements described in clauses earlier of: (b1) and a date eighteen (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (1218) months after such termination the Severance Date; or resignation (the “Continuation Period”2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in a date on which the Executive is permitted to continue participation are established in their placecovered under the medical plan of another employer, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the does not exclude pre-tax existing conditions. At Executive’s sole cost and expense, Executive may elect to exercise any disability insurance conversion originally available to Executive under the then existing group or individual disability insurance policies. In the event of a breach of the Inventions and Proprietary Information Agreement, in addition to any other remedy available to CTI, all of CTI’s obligations under this Section 1(b) shall terminate immediately; provided, however, that in the event of such a breach by Executive as to which CTI proposes to terminate its obligations under this Section 1(b), Executive shall be given notice and a reasonable opportunity (of in no event more than 30 days) to cure the alleged breach before any such termination (except that no such cure opportunity shall be required if the breach by Executive is not reasonably curable or has resulted in material harm to CTI). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each payment that is paid under the preceding paragraph (other than payments referenced in Section 1(b)(iii) above and COBRA reimbursements) is hereby designated as a separate payment. Notwithstanding anything stated herein, if the Company (for this purpose, “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in Separation and, at the plans and arrangements described in clauses (b) and (f) time of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of Separation Executive is a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.“specified employee,” as defined in Treasury Regulation

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination and, subject to the Executive’s employment execution and delivery of a general release of all claims against the Company and its affiliates, which release shall be consistent with the Company and/or any terms of its parentthis Agreement (the “Release”), subsidiaries or affiliates is terminated for any reason other than deathwithin sixty (60) days following termination of employment, disability or for Cause, or (B) continued payment of the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • to receive then Executive’s then-current Base Salary for a period of twelve (12) months from the termination or resignation datemonths, payable at such times as such Base Salary in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) day following termination of employment and shall include payment of any amounts that would otherwise be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation due prior thereto (the “Continuation Period”); (B) or, any bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation occurs; and (C) any unreimbursed expenses. Except to the extent at any time required pursuant to Section 22 hereof, during the Continuation Period, Salary payments to the Executive shall be payable in accordance with the payroll practices of the Company. Subject to the Executive’s execution and delivery of the Release within sixty (60) days following termination of this Agreement employment, the Executive (and during those eligible dependents who were participants in the Continuation Period that applicable plans as of the termination date) shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in clauses Section 5, on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (bi) the last day of the Continuation Period and (fii) of Section 4 are discontinued or terminated and no comparable plans in which such time as the Executive is permitted entitled to comparable benefits provided by a subsequent employer. Anything herein to the contrary notwithstanding, the Company shall have no obligation to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for maintain during the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf plan or program solely as a result of the Executive provisions of this Agreement. If, during the Continuation Period. The , the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make the Benefits Termination Payment shall be due to provide the Executive immediately upon with compensation or benefits the date aggregate value of termination which, in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or discontinuation of any applicable plan; and • to have all stock options which have been granted to benefits that the Executive would have received under such plan or program had he been eligible to immediately become fully exercisable and participate therein or had such plan or program continued to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.

Termination Without Cause; Resignation for Good Reason. If Executive’s employment is terminated by Navigators during the term of this Agreement either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any a reason other than death, disability or for Cause, or (B) the if Executive resigns for Good Reason from employment Reason, then subject to Executive’s execution and non-revocation of a General Release in accordance with the Company and/or any Section 7 of its parentthis Agreement, subsidiaries or affiliates, the Executive shall will be entitled: • entitled to receive then current Base Salary (i) continued payment of his base salary for a period of twelve (12) months from the termination or resignation date12 months, payable at on each of Navigators’ regularly scheduled payroll dates (“Severance Pay”); (ii) payment of an amount equal to 100% of Executive’s target annual bonus for the year in which Executive’s employment terminates, payable within 60 days after the date of termination; (iii) payment of any annual bonus earned in the year prior to the year in which Executive’s employment terminates, to the extent not paid and without regard to Executive’s continued employment through the date of payment, payable when otherwise paid to similarly situated senior officers of Navigators; and (iv) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the Executive and his or her eligible dependents, and Executive’s continued payment of premiums associated with such times as coverage, the Company shall pay or reimburse Executive, on a monthly basis, for the portion of the costs of continued health benefits for Executive and Executive’s covered dependents equal to the amount that the Company was paying immediately prior to such Base Salary would termination, with such reimbursement to continue for 18 months following such termination, or such earlier date on which COBRA coverage for the Executive and his or her covered dependents terminates in accordance with COBRA. Any such payments scheduled to be payable as if no paid prior to the effective date of the General Release shall be delayed until the General Release becomes effective in accordance with Section 7 of this Agreement. In the event that such termination or resignation had occurred; • occurs during the 12-month period following a Change in Control, then in addition to continue participation in the plans payments and arrangements benefits described in clauses (bi) through (iv) above, any outstanding stock grants will immediately vest, with outstanding performance-based awards vesting at 100% of the target level of performance. Notwithstanding the foregoing, in the event that Executive breaches any of the covenants set forth in Sections 8, 9 and (f) 10, all payments of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated Severance Pay shall thereupon cease and no comparable plans in which the further payments to Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed made by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphNavigators.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “"Continuation Period”"), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the date of termination termination, resignation or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s 's rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.(c)

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the Executive’s employment with is terminated by the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Causewithout Cause pursuant to Section 4.1(d), or (B) the Executive resigns from the Executive’s employment for Good Reason from employment pursuant to Section 4.1(e) (each such event a “Qualifying Termination”), and such Qualifying Termination does not occur during a Change in Control Period, then, in addition to the amounts set forth in Section 4.3, (i) the Company shall pay the Executive an amount equal to 1.5 times the Annual Base Salary as in effect immediately prior to the Date of Termination (but prior to any reduction that constitutes Good Reason) payable in equal installments in accordance with the Company and/or Company’s payroll practices (disregarding, however, any past or future changes in the Company’s payroll practices that would result in an impermissible change in the timing of its parentpayments under this provision for purposes of Section 409A), subsidiaries or affiliatesduring the eighteen (18) month period beginning on the first payroll date that follows the thirtieth (30th) day following the Date of Termination, (ii) all Time-Based Awards held by the Executive on the Date of Termination shall vest and, if applicable, become exercisable with respect to a number of Company shares equal to the number of Company shares that are scheduled to vest on the next scheduled time-vesting date multiplied by the Pro-Ration Fraction, and all remaining Time-Based Awards (for the avoidance of doubt, not including any Equity Awards that were already vested prior to the Date of Termination) shall be entitled: • forfeited on the Date of Termination, (iii) all Performance-Based Awards held by the Executive on the Date of Termination shall remain outstanding and eligible to receive then current Base Salary vest and, if applicable, become exercisable, on the Performance Measurement Date in a number of Company shares based on the actual level of achievement of the performance targets as determined on the Performance Measurement Date, multiplied by the Pro-Ration Fraction, and all remaining Performance-Based Awards (for a period the avoidance of twelve (12doubt, not including any Equity Awards that were already vested prior to the Date of Termination) months from shall be forfeited on the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) Performance Measurement Date and (fiv) during the 18-month period beginning on the Date of Section 4 Termination (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (period, the “Continuation Period”) or), to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.the

Termination Without Cause; Resignation for Good Reason. (i) If during the term of this Agreement either (A) the Executive’s employment with is terminated by the Company and/or any of its parent, subsidiaries without Cause or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with Reason, the Company and/or any of its parentshall pay the Executive, subsidiaries or affiliates, the Executive shall be entitledsubject to Section 4(e) below: • (A) severance pay equal to receive then current Base Salary for a period of twelve (12) months from of the Executive’s then-current Base Salary and an amount equal to the Executive’s annual full unprorated TBO (based upon the Executive’s then-current Base Salary) payable by the Company in installments during its regular payroll cycle over the twelve (12) month period following the termination of the Executive’s employment, provided that the first payment shall be made on the sixtieth (60th) day after the termination of the Executive’s employment, and such first payment shall include payment of any amounts that would otherwise be due prior thereto, (B) a pro rata portion of the Executive’s Annual Bonus for the year of termination, if and to the extent that the Company achieves its performance metrics for such year, payable when bonuses relating to the year of termination are normally paid to other senior executives of the Company, but in no event later than March 15th of the year following the year to which such bonus relates, (C) any Annual Bonus in respect of a previously completed fiscal year to the extent earned but unpaid as of the date of the termination or resignation dateof Executive’s employment, payable at such times as such Base Salary would be payable soon as if practicable following the date of the termination or resignation of the Executive’s employment but no later than the sixtieth (60th) day after such termination or resignation, (D) the Other Accrued Compensation and Benefits, payable as soon as practicable following the date of the termination or resignation had occurred; • to continue participation in of the plans and arrangements described in clauses Executive’s employment but no later than the sixtieth (b60th) day after such termination or resignation, and (fE) of Section 4 (subject to the extent permissible by law Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconstruction Act of 1985, as amended (“COBRA”), commencing upon the termination of the Executive’s employment, the Company shall continue to provide group medical, dental and vision continuation coverage for the terms Executive and his eligible dependents under COBRA at the same cost to the Executive as other senior executives of such plans the Company until the earlier of (i) the end of the period during which the Executive or his dependents are eligible for COBRA coverage and arrangements(ii) the date on which the Executive is eligible for a period group health coverage from another employer of twelve him (12) months in which event the Executive shall promptly notify the Company in writing). Except as otherwise provided in this Agreement, the Executive shall have no further rights to receive any other compensation or benefits after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. (i) If during the term of this Agreement either (A) the Executive’s 's employment with is terminated by the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 6(e) hereof) or for Cause, or or, if the Executive should resign for Good Reason prior to the expiration of the Term, he shall be entitled (A) to receive a lump sum severance payment in an amount equal to the Executive's then current base salary for the then remaining portion of the Term, plus (B) all amounts due to the Executive resigns for Good Reason from employment with under Section 5(i) above shall be accelerated and due and payable to the Company and/or any of its parentExecutive, subsidiaries or affiliates, to the extent not paid to the Executive as of the termination of this Agreement, which payments shall be entitled: • to receive then current Base Salary for a period of twelve (12) months from due immediately upon the termination or resignation dateof the Executive's employment and, payable if not so paid, shall bear interest at the rate of 15% per annum from such times as such Base Salary would be payable as if no such termination or resignation had occurred; • date until paid, and (C) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 5 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period the then remaining portion of twelve (12) months after such termination or resignation the Term (the “Continuation "Benefits Period”"), or (2) or, to at the extent election of the Executive at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their placeBenefits Period, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plansExecutive's election, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 5 hereof for the Continuation Benefits Period (the “Benefits Termination Payment”), less any portion thereof during which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clause (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 5 hereof in accordance with subsection 6(b)(i)(C)(1) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the Executive's delivery of written notice to the Company of his election pursuant to subsection 6(b)(i)(C)(2), and if not so paid, shall bear interest at the rate of 15% per annum for such date of termination or discontinuation of any applicable plan; until paid, and • (D) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination or resignation date (as the case may be) in accordance with the terms of the Plans and the relevant stock option agreement. If , and (E) upon his written notice to the provisions of Section 5(c) are applicable to Company at any time within three months following the termination or resignation date (as the case may be), to purchase his Company owned automobile at a purchase price equal to the book value of employment, said automobile as carried on the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations books and records of the Company under this paragraphCompany, plus all applicable excise taxes.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement either (A) the ExecutiveThe Employee’s employment with hereunder may also be terminated by the Company and/or at any of its parent, subsidiaries or affiliates is terminated time for any reason other than deathwithout Cause or by the Employee for “Good Reason”. For purposes of this Agreement, disability or for Causethe Employee shall have “Good Reason” to terminate his employment hereunder upon (i) the Company’s failure to perform its material duties hereunder, which failure has not been cured by the Company within thirty (30) days of its receipt of written notice thereof from the Employee; (ii) a reduction by the Company (without the consent of the Employee, which consent may be revoked at any time) in the Employee’s Base Salary, or substantial reduction in the other benefits provided to the Employee; (Biii) the Executive resigns for Good Reason from employment assignment of duties inconsistent with the Company and/or any of its parentCompany’s rules, subsidiaries policies or affiliatesprocedures, including without limitation, the Executive shall be entitled: • to receive then current Base Salary for a period Company’s Code of twelve Business Conduct and Ethics; or (12iv) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following purported termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and Employee’s employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date not in accordance with the terms hereof. Notwithstanding the foregoing, a termination shall not be treated as a resignation for Good Reason if the Employee shall have consented in writing to the occurrence of the Plans and event giving rise to the relevant stock option agreementclaim of resignation for Good Reason. If the provisions Employee gives notice of Section 5(c) are applicable his intent to any termination terminate his employment with Good Reason, the Employee shall first provide written notice to the Company, which notice specifically identifies the event or resignation of circumstances giving rise to the Good Reason for which the Employee is terminating his employment, within ninety (90) days of when such event or circumstance giving rise to the ExecutiveGood Reason becomes effective or transpires. The notice of Good Reason must give the Company the opportunity to cure and if the Company fails to cure within thirty (30) business days of its receipt of the notice, the Employee’s rights resignation for Good Reason shall be governed by Section 5(cdeemed effective. If the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason, (1) the Company shall pay to the Employee all accrued or vested compensation, including salary, commission, and bonus(es) through the Date of Termination, (2) the Company shall reimburse the Employee for unpaid and approved business expenses through such Date of Termination (in accordance with the Company’s normal business expense reimbursement procedures), (3) the Equity Grant, to the extent not vested prior thereto or scheduled to vest in accordance with its terms prior to the dates set forth in this sentence, shall vest (A) as to three eighths (3/8) of the total amount thereof, on the first anniversary of the Date of Termination, (B) as to on half (1/2) of the total amount thereof, on the second anniversary of the Date of Termination, and (C) as to all remaining unvested portions thereof, on the third anniversary of the Date of Termination, and (5) the Company shall pay to the Employee a severance payment equal to the greater of (i) FIVE HUNDRED SIXTY THREE THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($563,750.00) ) or (ii) his Base Salary (at the rate in effect on the Date of Termination) for the remainder of the Term (the “Severance Payment”). The subsequent disability or obtaining of As a new position by condition to receiving the Executive does not mitigate or cease Severance Payment and the obligations acceleration of the Company under this paragraphvesting of the Equity Grant, the Employee will be required to execute, deliver and comply with the Company’s standard release agreement (the “Release Agreement”). Subject to Section 19 hereof, the Severance Payment will be paid in equal payments over the twelve (12) month period following the effective date of the Release Agreement on the Company’s regularly scheduled payroll payment dates.

Termination Without Cause; Resignation for Good Reason. If Executive is terminated by the Company without Cause or if Executive resigns for Good Reason, Executive shall be entitled to receive: (i) as severance pay, an amount equal to the Base Salary that would otherwise have been payable if Executive continued her employment hereunder for six (6) months (the “Severance Period”), payable in accordance with the Company’s policies that would otherwise apply to the payment of the Base Salary, and (ii) continuation of medical benefits during the term Severance Period upon the same terms as exist immediately prior to the termination of employment. Notwithstanding the foregoing, if, within the twelve (12) month period immediately following a Qualified Change of Control, Executive (i) is terminated without Cause or (ii) resigns during the ninety (90)-day period immediately following a material adverse change in Executive’s (w) position, (x) duties, (y) authority or (z) responsibilities, with respect to Executive’s employment by Company as contemplated by this Agreement either (Aexcluding any isolated and inadvertent change not taken in bad faith and which is remedied by Company within ten (10) days after receipt of written notice thereof given by Executive), then Executive shall be entitled to receive, in addition to the severance pay and continuation of medical benefits described in the preceding sentence, accelerated vesting of the Options so that one-hundred percent (100%) of the Options are vested as of the date of termination of Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for Cause, or (B) the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • to receive then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation PeriodCompany. The Company shall; except as required by law, have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall make continue to have all other rights available hereunder (including, without limitation, all rights under the Benefits Termination Payment Restrictive Covenants at law or in equity). Notwithstanding the foregoing, amounts payable under this Section 6.2 shall be due reduced by the amount of compensation earned, received or receivable by Executive relating to Executive’s employment with, or other provision of services to, third parties during the Severance Period, (such compensation “Subsequent Pay”) and Executive immediately upon shall use all reasonable efforts to obtain such employment or engagement for services as soon as possible after the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to hereunder. Executive, shall notify the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms Company of the Plans and the relevant stock option agreement. If the provisions existence of Section 5(c) are applicable to any termination or resignation Subsequent Pay as soon as possible after Executive has knowledge of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphsuch Subsequent Pay.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “"Continuation Period”"), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the date of termination termination, resignation or discontinuation of any applicable such plan; , and • (C)(z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s 's rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during In the term of this Agreement either event that (A) the Executive’s Company terminates your employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability or for hereunder without Cause, or (B) the Executive resigns you resign for Good Reason from employment with or (C) the Company and/or any of its parentfails to extend the Term for at least one additional one-year period as described herein, subsidiaries or affiliates, the Executive you shall be entitledentitled to the following: • (i) the payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to receive then current Base two times (a) the Fixed Salary for a paid immediately preceding the Termination Date and (b) the "HIGHEST BONUS", where the Highest Bonus equals the highest Annual Bonus paid by the Company to you during the period of from twelve (12) months immediately preceding the Effective Date through the Termination Date, provided, however, that you shall have no right to have paid or payable from the termination or resignation dateTrust adopted by Company on October 23, payable at such times 2001 pursuant to a Trust Agreement with HSBC Bank USA as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation trustee (the “Continuation Period”"OLD TRUST"), any portion of your Severance Benefit (i) orattributable to any increase in your Fixed Salary after March 31, to 2002, or (ii) otherwise in excess of the extent at any time following termination of this Agreement and during the Continuation Period Severance Benefit or other severance payment that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then you would have been eligible to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and if your employment taxes, will equal the pre-tax cost to with the Company at the time had terminated as of March 31, 2002 under circumstances entitling you to a Severance Benefit or other severance payment. Payment of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Severance Benefit shall be due to the Executive immediately contingent upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining your execution of a new position by the Executive does not mitigate or cease the obligations waiver and release of claims (a "RELEASE") in favor of the Company under this paragraphand its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance Benefit shall be paid by the Company in a lump sum, no later than two (2) business days after the expiration of the Revocation Period, as defined in the Release."

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive her then current Base Salary (or, if greater, an annual amount equal to the Base Salary actually paid during the period of twelve months ending on the date of termination of employment) for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , (C)(y)(1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued her participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive’s employment immediately upon the date of termination or discontinuation of any applicable such plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.and

Termination Without Cause; Resignation for Good Reason. If during In the term of this Agreement either (A) event that the Employer terminates the Executive’s employment hereunder during the Term without “Cause” or the Executive resigns for “Good Reason”, then the Executive shall be entitled to no compensation or other benefits of any kind whatsoever, other than: (i) the Accrued Obligations; (ii) the Severance Amount (defined below), which Severance Amount shall be payable, subject to Section 16, in equal installments over the Severance Period (defined below) in accordance with the Company Employer’s normal payroll practices, commencing on the first regular pay date of the Employer that occurs after the Termination Date; (iii) the Executive's stock options and/or restricted shares granted to the Executive during the Term (to the extent not fully vested as of the Termination Date), shall become fully vested as of the Termination Date, and the Executive shall be permitted to exercise such options for up to twelve months following the Termination Date (unless otherwise agreed to by the Executive and the Employer in the case of any stock options or restricted shares granted after the Effective Date); and (iv) if the Executive elects COBRA Coverage following the Termination Date, the Employer shall waive the cost of its parentsuch coverage (for the Executive and his eligible dependents) during the Severance Period (or such earlier date that COBRA coverage expires). For the avoidance of doubt, subsidiaries nothing in clause (iii) of this Section 5(b) shall apply to the Earnout Shares or affiliates is terminated for any reason other than death, disability or for Cause, or the Escrow Shares (B) each as defined in the SPA). If the Executive resigns for Good Reason from employment with prior to the Company and/or any expiration of its parentthe Second Earnout Period (as defined in the SPA), subsidiaries or affiliatesthen, notwithstanding anything in the SPA to the contrary, the Executive Employer’s obligation to pay the Earnout Consideration on the Separation Date (as each such term is defined in the SPA) pursuant to Section 2.5(r) of the SPA shall be entitled: • to receive then current Base Salary for suspended if the Employer disputes in good faith the existence of Good Reason, by delivering a period detailed written notice of twelve (12) months from the termination or resignation date, payable at basis of such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (dispute to the extent permissible by law Executive within five (5) days after the Termination Date. The suspension shall, without further action, notice or deed, be lifted and the terms Earnout Consideration, together with accrued and unpaid interest thereon, shall be due and payable immediately upon the earliest to occur of such plans and arrangements(x) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time mutual written agreement of the termination or discontinuation Employer and the Executive, (y) a court of any such plans, attributable to competent jurisdiction shall determine that the Executive’s participation resignation was for Good Reason, or (z) a Default or an Event of Default (as each of those terms is defined in that certain Financing Agreement, of even date herewith, by and among the plans Employer, as borrower, the guarantors from time to time party thereto, the lenders party thereto and arrangements described Victory Park Management, LLC, as agent, as in clauses effect on the date hereof) shall have occurred (b) whether or not waived, cured or otherwise resolved). Interest shall accrue on the Earnout Consideration from and (f) after the Termination Date, at the rate of Section 4 for the Continuation Period (the “Benefits Termination Payment”)10% per annum, less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be due to the Executive immediately upon until the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date its indefeasible payment in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphfull.

Termination Without Cause; Resignation for Good Reason. If during the term of this Agreement Agreement; either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for CauseCause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • , and (C)(y)(1) to continue participation in the plans and and, arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “"Continuation Period”"), or (C)(y)(2) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination termination, resignation or discontinuation of any such plans, attributable to the Executive’s 's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period (the “Benefits Termination Payment”), less any portion thereof in which the Company Executive has already paid on behalf continued his participation in such plans and arrangements described in clauses (b) and (f) of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Section 4 hereof in accordance with subsection 5(b)(G)(y)(1) above; which payment shall be due to following termination or resignation of the Executive Executive's employment immediately upon the date of termination termination, resignation or discontinuation of any applicable such plan; , and • (C) (z) to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If , provided, however, that if the provisions of Section 5(c) are applicable to any such termination or resignation of employment, the Executive’s 's rights shall be governed by Section 5(c5 (c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraph.

Termination Without Cause; Resignation for Good Reason. If during Except as provided in Section 4(a) below, if the term Executive’s employment is terminated by the Company (or the surviving company following a Change of Control (as defined in Section 4(c) below)) without Cause or by the Executive for Good Reason, either before or after a Change of Control, the provisions of this Agreement either Section 3(c) shall apply (Asubject to the modifications of Section 4(a) below, if applicable). The Company may terminate the Executive’s employment with the Company and/or at any time without Cause upon not less than thirty (30) days’ prior written notice to the Executive. Except as provided in Section 4(a) below, upon termination of its parentthe Executive ’s employment by the Company under this Section 3(c) or by the Executive for Good Reason, subsidiaries either before or affiliates is terminated after a Change of Control, if the Executive executes and does not revoke a written release, in a form reasonably acceptable to the Company, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any reason other than death, disability entitlements under the terms of this Agreement or for Cause, under any plans or (B) programs of the Company under which the Executive resigns for Good Reason from employment has accrued and is due a benefit) (the “Release”), and continues to comply with the Company and/or any provisions of its parent, subsidiaries or affiliatesthe Proprietary Information and Invention Assignment Agreement (as defined in Section 6(a) below) and restrictive covenants and representations in Section 6 below, the Executive shall be entitled: • entitled to receive then current Base Salary for a period of twelve the payments and benefits set forth in Sections 3(c)(i), (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (bii) and (f) iii), in lieu of any other payments and benefits due under any severance plan or program for employees or executives (subject to the modifications of Section 4 (to the extent permissible by law and the terms of such plans and arrangements4(a) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) orbelow, to the extent at if applicable). Notwithstanding any time following termination provision of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at contrary, in no event shall the time timing of the termination or discontinuation of any such plans, attributable to the Executive’s participation execution of the Release, directly or indirectly, result in the plans Executive designating the calendar year of payment, and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf if a payment that is subject to execution of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment Release could be made in more than one taxable year, payment shall be due to made in the Executive immediately upon the date of termination or discontinuation of any applicable plan; and • to have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive does not mitigate or cease the obligations of the Company under this paragraphlater taxable year.

Termination Without Cause; Resignation for Good Reason. (i) If during the term Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of this Agreement either the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination and, subject to the Executive’s employment execution and delivery of a general release of all claims against the Company and its affiliates and the expiration of any release revocation period, which release shall be consistent with the Company and/or any terms of its parentthis Agreement and approved in form by the Committee (the “Release”), subsidiaries or affiliates is terminated for any reason other than deathin each case within sixty (60) days following termination of employment, disability or for Cause, or (B) a payment equal to the Executive resigns for Good Reason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • to receive then current Base Executive’s Salary for a period of twelve (12) months from the termination or resignation date(based on a $595,500 Salary rate), payable at in a lump sum to the extent permissible under Section 1.409A-1(b)(9)(iii) of the regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and payable in accordance with the Company’s usual payment practices with respect to any other portion of the payment; provided that the first payment shall be made on the sixtieth (60th) day following termination of employment and shall include payment of any amounts that would otherwise be due prior thereto, which twelve (12) months of Salary shall be placed in escrow (which escrow shall be by its terms controlled solely by the Committee) promptly following the Effective Date, with such times as escrowed Salary to be used by the Company solely for the purpose of making the Salary payment described in this Section 7(b)(i) (but subject to the claims of any Company creditors in the event of the Company’s insolvency); such Base escrowed Salary would will be payable as if no released to the Executive in a timely manner in accordance with the provisions of this Section 7(b) and Section 23 promptly following the instruction of the Committee; (B) any bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation had occurredoccurs; • and (C) any unreimbursed expenses. Amounts set forth above that are not subject to continue the Release shall be paid within thirty (30) days following termination of employment. In addition, subject to the Executive’s execution and delivery of the Release as described in clause (A), the Executive shall (i) fully vest in and have the right to exercise all of his outstanding stock options, including shares as to which such stock options would not otherwise be vested or exercisable (provided, however, that with respect to any portion of such stock options which were unvested prior to the date of termination, such right to exercise will be effective as of the date on which the Release is no longer revocable), and (ii) fully vest in all of his outstanding restricted stock awards. Subject to the Executive’s execution and delivery of the Release and the expiration of any revocation period with respect to the Release within sixty (60) days following termination of employment, the Executive (and those eligible dependents who were participants in the applicable plans as of the termination date) shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in clauses (b) Section 5, on the same terms and (f) of Section 4 (conditions as are in effect immediately prior to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation resignation, until the earlier to occur of (i) the first anniversary of the termination of Executive’s employment with the Company, and (ii) such time as the Executive is entitled to comparable benefits provided by a subsequent employer (the “Continuation Period”) or, ). Anything herein to the extent at contrary notwithstanding, the Company shall have no obligation to continue to maintain any time following termination plan or program solely as a result of the provisions of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their placeAgreement. If, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The , the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the Company shall make the Benefits Termination Payment shall be due to provide the Executive immediately upon with compensation or benefits the date aggregate value of termination which, in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or discontinuation of any applicable plan; and • to have all stock options which have been granted to benefits that the Executive would have received under such plan or program had he been eligible to immediately become fully exercisable and participate therein or had such plan or program continued to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, the Executive’s rights shall be governed by Section 5(c). The subsequent disability or obtaining of a new position maintained by the Executive does not mitigate or cease the obligations of the Company under this paragraphCompany.