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

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections Section 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR TWELVE (2412) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX TWELVE- (3612) months' months base pay, plus ONE (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's (a) The Company may terminate Executive’s employment by COMPANY with the Company at any time without cause pursuant to Section 4.1.5Cause (as defined below). Further, or if EMPLOYEE terminates this Agreement Executive may resign at any time for Good Reason (as defined below). 257488580 v2 (b) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, COMPANY then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, subject to Section 5.7, Executive shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEEreceive the following: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE (i) The Company shall pay Executive any earned but unpaid base salary accrued through the date of termination dateand all accrued but unused PTO, at the rates then in effect, less applicable standard deductions and withholdings; and. (ii. Payment of full COBRA premium for TWENTY-FOUR ) The Company shall pay Executive, as severance, twelve (2412) months following of Executive’s Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment The Severance will not be provided paid in lieu of payment of premium; and iii. A pro-rated amount, based equal installments on the timing of EMPLOYEE's termination or resignation relative to Company’s regular payroll schedule over the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX twelve (3612) months' base pay, determined at EMPLOYEE's then-current rate of base paymonth period following Executive’s Separation from Service; provided, however, that EMPLOYEE may elect no payments will be made prior to accept the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events lump sum the Severance that occurred Executive would have received on or before prior to such date under the date on which EMPLOYEE accepts standard payroll schedule but for the severance compensationdelay while waiting for the 60th day in compliance with Code Section 409A, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII with the balance of the Civil Rights Act Severance being paid as originally scheduled. (iii) To the extent the Executive has actually achieved any of 1964, 42 U.S.C. " 2000e, et seq.the performance goals set by the Board for such calendar year, the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq.Company shall pay Executive a prorated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire calendar year multiplied by a fraction, the Age Discrimination numerator of which is equal to the number of days Executive worked in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.applicable calendar year, and the California Fair Employment denominator of which is equal to the total number of days in such year). (iv) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s Separation from Service and Housing Actending on the earliest to occur of: (i) nine (9) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, Calincluding plan termination. Gov't Code " 12940In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, et seqExecutive must immediately notify the Company of such event. EMPLOYEE acknowledges Notwithstanding the foregoing, if the Company determines, in its sole discretion, that he is familiar with section 1542 it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the California Civil CodePublic Health Service Act), which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEthe Company instead shall pay to Executive, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date first day of execution each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of this Agreementthe COBRA Premium Period. Severance compensation shall be paid upon termination Executive may, but is not obligated to, use such Special Cash Payments toward the cost of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsCOBRA premiums.

Termination Without Cause; Resignation for Good Reason. Upon termination (i) If, prior to the expiration of EMPLOYEE's the Term, the Executive’s employment with the Company is terminated by COMPANY the Company without cause pursuant to Section 4.1.5, Cause or if EMPLOYEE terminates this Agreement at any time the Executive resigns from his employment hereunder for Good Reason, COMPANY then, in addition to the Termination Amount, the Executive shall have no further obligation be entitled to EMPLOYEE under this Agreement except to distribute to EMPLOYEEreceive: i. Any compensation then due EMPLOYEE (1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Bonus for the year in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through which the termination dateor resignation occurs, less applicable withholdingscalculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and ii. Payment (2) continuation of full COBRA premium for TWENTY-FOUR applicable medical, dental and life insurance benefits (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing coverage in effect for the Executive and his dependents at the time of EMPLOYEE's such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation relative until the earlier to occur of (A) the end Applicable Multiple of years from the COMPANY's then current fiscal yeardate of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in 5 either case, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay“Continuation Period”); provided, however, that EMPLOYEE may elect the continuation of such benefits shall be subject to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its the respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII terms of the Civil Rights Act of 1964applicable plan, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination as in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.effect from time to time, and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 timely payment by the Executive of his applicable share of the California Civil applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which reads the Company shall reimburse the medical and dental care expenses as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEsoon as practicable consistent with the Company’s practice, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving but in exchange for this Release are more no event later than the benefits to last day of the calendar year next following the calendar year in which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsexpenses are incurred.

Termination Without Cause; Resignation for Good Reason. Upon (a) In the ---------------------------------------------------------- event that EXECUTIVE's employment is terminated (i) by EMPLOYER other than for Cause (as defined below), including without limitation a termination of EMPLOYEEthis Agreement pursuant to a notice by EMPLOYER that the then Term will not be renewed, and other than as a result of EXECUTIVE's death or Permanent Disability (as defined below), or (ii) by EXECUTIVE for Good Reason (as defined below), EXECUTIVE shall receive the following amounts: (i) a cash lump sum payment in respect of EXECUTIVE's Base Salary earned but not yet paid (the "Compensation Payment"), in each case through the effective date of such termination; (ii) such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4 hereof, to which he is entitled pursuant to the terms of such plans or programs; (iii) an amount (the "Termination Amount") equal to one hundred and twenty-five percent (125%) of EXECUTIVE's Base Salary; and (iv) the Bonus in respect of the fiscal year in which his termination of employment occurs, prorated by a fraction, the numerator of which is the number of days from the beginning of the then current fiscal year through and including the date of his termination and the denominator of which is 365, less any amounts drawn in advance under Section 3 of this Agreement. (b) The Compensation Payment shall be paid by EMPLOYER to EXECUTIVE within thirty (30) days after the termination of EXECUTIVE's employment by COMPANY without cause pursuant check payable to Section 4.1.5, the order of EXECUTIVE or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY by wire transfer to an account specified by EXECUTIVE. The Termination Amount shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE be payable in equal installments during the one-year period following termination of employment in accordance with Sections 3.1.1 and 3.1.2the ordinary payroll practices of EMPLOYER, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, but no less applicable withholdings; and iifrequently than bi-weekly. Payment of full COBRA premium for TWENTY-FOUR (24) months The Bonus shall be paid following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANYfiscal year in which EXECUTIVE's then current fiscal employment terminated in accordance with EMPLOYER's ordinary practices, but in no event later than December 15 of such year. Notwithstanding anything else herein to the contrary, EXECUTIVE shall not be entitled to receive the Termination Amount in the event he violates any of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described covenants set forth in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts Sections 9 or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution 10 of this Agreement. (c) For purposes of this Agreement, "Good Reason" shall mean a reduction by EMPLOYER in excess of fifteen (15%) in the amount of EXECUTIVE's Base Salary or Bonus Potential (as defined below) unless the reduction in the amount of Bonus Potential is part of a program in which the Bonus Potential of at least ninety percent (90%) of the senior executives of EMPLOYER is reduced. Severance compensation Bonus Potential means the amount of Bonus EXECUTIVE would earn if he meets the budget objectives or other objectives as may be set forth in the bonus plan as amended from time-to-time. It is understood that the actual amount of Bonus earned by EXECUTIVE can vary from year to year depending upon performance and such variance, regardless of amount, shall not constitute "Good Reason." It is further understood that the amount of EXECUTIVE's Bonus Potential may be paid upon termination reduced for factors such as the closure or loss of EMPLOYEE's employment cities or locations, sale of cities or properties, or as a result of economic conditions and in one lump sum payment at the date that any such reduction, regardless of terminationamount, less applicable withholdingsshall not constitute "Good Reason."

Termination Without Cause; Resignation for Good Reason. Upon termination (i) If, prior to the expiration of EMPLOYEE's the Term, the Executive’s employment with the Company Group is terminated by COMPANY the Company Group without cause pursuant to Section 4.1.5, Cause or if EMPLOYEE terminates this Agreement at any time the Executive resigns from his employment hereunder for Good Reason, COMPANY then, in addition to the Termination Amount, the Executive shall have no further obligation be entitled to EMPLOYEE under this Agreement except to distribute to EMPLOYEEreceive: i. Any compensation then due EMPLOYEE (1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Bonus for the year in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through which the termination dateor resignation occurs, less applicable withholdingscalculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and ii. Payment (2) continuation of full COBRA premium for TWENTY-FOUR applicable medical, dental and life insurance benefits (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing coverage in effect for the Executive and his dependents at the time of EMPLOYEE's such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation relative until the earlier to occur of (A) the end Applicable Multiple of years from the COMPANY's then current fiscal yeardate of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay“Continuation Period”); provided, however, that EMPLOYEE may elect the continuation of such benefits shall be subject to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its the respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII terms of the Civil Rights Act of 1964applicable plan, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination as in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.effect from time to time, and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 timely payment by the Executive of his applicable share of the California Civil applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which reads the Company shall reimburse the medical and dental care expenses as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEsoon as practicable consistent with the Company’s practice, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving but in exchange for this Release are more no event later than the benefits to last day of the calendar year next following the calendar year in which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsexpenses are incurred.

Termination Without Cause; Resignation for Good Reason. Upon termination (i) If, prior to the expiration of EMPLOYEE's the Term, the Executive’s employment with the Company is terminated by COMPANY the Company without cause pursuant to Section 4.1.5, Cause or if EMPLOYEE terminates this Agreement at any time the Executive resigns from his employment hereunder for Good Reason, COMPANY then, in addition to the Termination Amount, the Executive shall have no further obligation be entitled to EMPLOYEE under this Agreement except to distribute to EMPLOYEEreceive: i. Any compensation then due EMPLOYEE (1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Bonus for the year in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through which the termination dateor resignation occurs, less applicable withholdingscalculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and ii. Payment (2) continuation of full COBRA premium for TWENTY-FOUR applicable medical, dental and life insurance benefits (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing coverage in effect for the Executive and his dependents at the time of EMPLOYEE's such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination or resignation relative until the earlier to occur of (A) the end Applicable Multiple of years from the COMPANY's then current fiscal yeardate of termination or (B) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay“Continuation Period”); provided, however, that EMPLOYEE may elect the continuation of such benefits shall be subject to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its the respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII terms of the Civil Rights Act of 1964applicable plan, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination as 5 in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.effect from time to time, and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 timely payment by the Executive of his applicable share of the California Civil applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which reads the Company shall reimburse the medical and dental care expenses as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEsoon as practicable consistent with the Company’s practice, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving but in exchange for this Release are more no event later than the benefits to last day of the calendar year next following the calendar year in which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsexpenses are incurred.

Termination Without Cause; Resignation for Good Reason. Upon In the event of (A) the Company's termination of EMPLOYEEExecutive's employment by COMPANY hereunder without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time (B) Executive's resignation for Good Reason, COMPANY (C) Executive's death, or (D) Executive's Disability, he shall be entitled 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 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 to Executive (x) during the period 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 no further obligation to EMPLOYEE under been from the date of this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coveragecalculated as if all reductions had been restored, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative but only to the end extent that any such Annual Bonus paid during this period utilized the amount of the COMPANYExecutive's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described Fixed Salary in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paycalculating said Annual Bonus; provided, however, that EMPLOYEE may elect Executive shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensationTrust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII portion of the Civil Rights Act of 1964Severance Benefit (i) attributable to any increase in his Fixed Salary after March 31, 42 U.S.C. " 2000e2002, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination or (ii) otherwise in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 excess of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees Severance Benefit or other severance payment that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise Executive would have been entitledeligible to receive if his employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling him to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon Executive's execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment and the Revocation Period, as defined in one lump sum payment at the date of termination, less applicable withholdingsRelease."

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections Section 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR TWELVE (2412) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX TWELVE- (3612) months' months base pay, plus ONE (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himselfherself, his her agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM HER MUST HAVE MATERIALLY AFFECTED HIS HER SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he she is releasing all known and unknown claims, and that he she is waiving all rights he she has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he she is receiving in exchange for this Release are more than the benefits to which he she otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he she has read this Release, understands all of its terms, and has consulted with counsel of his her choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination 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 EMPLOYEE's 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 Initial Employment Period or any subsequent Renewal Employment Period, the Executive’s employment is terminated by COMPANY the Company without cause pursuant to Section 4.1.5, Cause or if EMPLOYEE terminates this Agreement at any time the Executive resigns from his employment for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative all other amounts that otherwise may be due to the end Executive in such events, the Company shall pay the Executive the Accrued Amounts. In addition, subject to the Executive’s execution and delivery of a general release of claims in the form attached hereto as Exhibit A, the Executive shall be entitled to (i) a cash lump sum payment in an amount equal to three hundred percent (300%) of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies Base Salary in effect on the date of execution such termination or resignation; (ii) full vesting of this Agreement. Severance compensation shall be paid upon termination all stock options, restricted stock awards and other equity awards outstanding as of EMPLOYEE's employment and in one lump sum payment at the date of terminationsuch termination or resignation to the extent provided for under existing plans and award agreements, less 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 withholdingsplan or award agreement; (iii) payment by the Company of all annual premiums (and related tax gross-up payments) for 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 such termination or resignation through and including the year in which the Executive attains age 70; and (iv) payment by the Company of all premiums payable with respect to the Medicare supplemental insurance for the Executive and his dependents for the period beginning on the date of such termination or resignation and ending on the third anniversary thereof (all such payments and benefits together, the “Severance Obligations”). The Company shall pay the cash payment portion the Severance Obligations to the Executive no later than 30 days following the date of the Executive’s termination or resignation of employment, and shall pay the insurance premium payment portion of the Severance Obligations in accordance with the Company’s 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 subject to their mutual agreement prior to its publication.

Termination Without Cause; Resignation for Good Reason. Upon termination If during the term of EMPLOYEEthis Agreement, either (A) the Executive's employment by COMPANY without cause pursuant to 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 4.1.55(e) hereof) or for Cause (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 (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 EMPLOYEE terminates this Agreement 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) to the extent at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under following termination of this Agreement except 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 distribute continue participation are established in their place, then to EMPLOYEE: i. Any compensation then due EMPLOYEE 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 cost to the Company at the time of the 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 less any portion thereof in which the Executive has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdingssubsection 5(b)(C)(y)(1) above; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months which payment shall be due following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative of the Executive's employment immediately upon the date of termination, resignation or discontinuation of any such plan, and (C)(z) to have all stock options which have been granted to the end 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 COMPANY's then current fiscal yearPlans and the relevant stock option agreement, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect if the provisions of Section 5(c) are applicable to accept a lesser amount such termination or resignation of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq.employment, the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all Executive's rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsgoverned by Section 5(c).

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's If the Employee’s employment with the Company is terminated by COMPANY the Company without cause pursuant to Cause (as defined in Section 4.1.54.3), or if EMPLOYEE terminates this Agreement at any time by the Employee’s voluntary resignation for Good ReasonReason (as defined in Section 4.2), COMPANY other than in connection with a Change in Control (as defined in Section 7.2(a)), then the Employee shall have no further obligation be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to EMPLOYEE under the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 18 of this Agreement except Agreement, the Employee shall be eligible to distribute to EMPLOYEEreceive the following separation benefits: i. Any compensation (a) an amount equal to the product of (i) one twelfth (1/12) of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then due EMPLOYEE the Employee’s then-current annualized base salary shall refer to his base salary as in effect immediately before such material reduction took effect) and (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable in six (6) substantially equal monthly installments, in accordance with Sections 3.1.1 the Company’s payroll practices in effect from time to time beginning on the Payment Commencement Date (as defined below); and 3.1.2, and reimbursable expenses owed by COMPANY (b) the amount of any bonus for the prior year that was approved but not yet paid to EMPLOYEE through the Employee at the time of the Employee’s termination dateof employment, less any amounts required to be withheld under applicable withholdings; and ii. Payment law, which amount shall be paid in a manner and timing consistent with the payments to other similarly situated employees and consistent with the requirements of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end Section 409A of the COMPANY's then current fiscal yearInternal Revenue Code of 1986, as amended (the “Code”) but in no event later than March 15 of the EMPLOYEE's eligible cash incentive bonus percentage year following the year of base salaryperformance; provided, as described in Section 3.1.2both cases, that the Severance Agreement has been executed and any unpaid bonus earned by EMPLOYEE prior to applicable revocation period with respect thereto has expired within sixty (60) days following the then current fiscal yearEmployee’s date of termination (such 60th day, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paythe “Payment Commencement Date”); provided, however, that EMPLOYEE may elect if the 60th day following the Employee’s date of termination occurs in the calendar year following the year of termination, then the Payment Commencement Date shall be no earlier than January 1 of the year following the year of termination; and 5.2 upon the Employee’s termination from employment pursuant to accept a lesser amount this Section 5, the Company shall make contributions to the cost of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of himself, his agents, heirs, executors, administratorsthe Employee and any applicable dependents for a period of six (6) months after the Employee’s termination if the Employee elects COBRA coverage, and assignsonly for so long as such coverage continues in force; provided, expressly releases however, that if the Employee commences new employment and forever discharges COMPANY is eligible for a new group health plan, the Company’s contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to Company-provided health and its successors and assignsdental insurance coverage in effect immediately before termination of the Employee’s employment for an active employee with the same coverage elections. At the end of the six (6) month period, the Employee may continue such COBRA, if applicable, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsresponsible for all premiums thereafter.

Termination Without Cause; Resignation for Good Reason. Upon If the Employee’s employment with the Company is terminated by the Company without Cause (as defined in Section 4.3), or by the Employee’s voluntary resignation for Good Reason (as defined in Section 4.2), other than in connection with a Change in Control (as defined in Section 7.2(a)), then the Employee shall be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”), the Employee shall be eligible to receive the following separation benefits: 5.1 an amount equal to (i) nine (9) months of Employee’s weighted average base salary for the 12 months preceding the Employee’s date of termination (or for such lesser period as the Employee has been employed by the Company prior to such termination) plus (ii) an amount equal to three-fourths (3/4) of EMPLOYEE's employment by COMPANY without cause the last bonus, if any, paid to the Employee pursuant to Section 4.1.53.2, or if EMPLOYEE terminates all of which shall be payable, in full and in a lump-sum cash payment (subject to applicable withholdings) within thirty (30) days following the date of termination, provided that the Severance Agreement has been executed and any applicable revocation period with respect thereto has expired as of such date. The payment of severance hereunder shall be subject to the terms and conditions of Section 19 of this Agreement at any time for Good ReasonAgreement; and 5.2 upon the Employee’s termination from employment pursuant to this Section 5, COMPANY the Company shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE continue the Employee and his dependants on its medical and dental plans in accordance with Sections 3.1.1 the applicable plans, or to the extent the Employee and 3.1.2his dependants cannot be maintained on such plans, the Company will obtain comparable policies for the Employee and reimbursable expenses owed by COMPANY to EMPLOYEE through shall pay only that portion of the termination date, less applicable withholdings; and ii. Payment medical and dental premiums that it pays on behalf of full COBRA premium its actively employed executives who receive the same type of coverage for TWENTY-FOUR a period of nine (249) months following after the Employee’s termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE if the Employee becomes re-employed with another employer and is eligible to receive such benefits from such employer on terms at least as favorable to the Employee and his dependants as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his dependants. At the end of the nine (9) month period, the Employee may elect continue such policies on his own behalf or pursuant to accept a lesser amount of severance than stipulated COBRA, if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administratorsapplicable, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu responsible for all premiums thereafter. The provision of any other severance benefit benefits hereunder shall be subject to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date terms and conditions of execution Section 19 of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's If the Executive’s employment by COMPANY shall terminate without cause Cause pursuant to Section 4.1.53(a)(iv), or if EMPLOYEE terminates this Agreement at any time for Good ReasonReason pursuant to Section 3(a)(v), COMPANY shall have no further obligation then, provided that the Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h) (a “Separation from Service”) and contingent on the Executive’s compliance with Sections 5, 6 and 7 hereof (the “Restrictive Covenants”), in addition to EMPLOYEE any amounts payable under this Agreement except to distribute to EMPLOYEE:Section 3(c): i. Any compensation then due EMPLOYEE the Company shall pay to the Executive an aggregate amount equal to one times the sum of (x) the Executive’s Annual Base Salary and (y) Target Bonus Amount, in accordance with Sections 3.1.1 and 3.1.2each case, and reimbursable expenses owed by COMPANY to EMPLOYEE through as in effect on the termination date, less applicable withholdingsDate of Termination payable in twelve (12) substantially equal monthly installments; and ii. Payment subject to the Executive’s timely election of, continued eligibility for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of full 1985, as amended (“COBRA”), the Company shall pay directly, or reimburse the Executive for, the premium costs under COBRA premium for TWENTY-FOUR the Executive and, where applicable, his eligible spouse and dependents, for a period of eighteen (2418) months following terminationthe Date of Termination under one of the Company’s group medical plans (with any direct payment by the Company or reimbursement to the Executive treated as income to the Executive); provided that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 4(b)(ii) shall immediately cease. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverageNotwithstanding the foregoing, a cash payment will not be provided if the Company’s obligations contemplated by this Section 4(b)(ii) would result in lieu the imposition of payment of premium; and iii. A pro-rated amount, based excise taxes on the timing of EMPLOYEE's termination or resignation relative Company for failure to comply with the end nondiscrimination requirements of the COMPANY's then current fiscal year, Patient Protection and Affordable Care Act of the EMPLOYEE's eligible cash incentive bonus percentage of base salary2010, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.amended, and the California Fair Employment Health Care and Housing ActEducation Reconciliation Act of 2010, Calas amended (to the extent applicable), the Company shall discontinue the COBRA-related payments provided for in this Section 4(b)(ii). Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges Payments and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code benefits provided in this Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph 4(b) shall be in lieu of any other termination or severance benefit to payments or benefits for which EMPLOYEE would otherwise the Executive may be entitledeligible under any of the plans, policies or programs of the Company or under either any other provision to this Agreement the Worker Adjustment Retraining Notification Act of 1988 or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingssimilar state statute or regulation.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE(i) If the Employee's employment hereunder is terminated by COMPANY without cause the Company Without Cause pursuant to Section 4.1.5, 5(a)(v) or if EMPLOYEE terminates this Agreement at any time due to the Employee's resignation for Good ReasonReason pursuant to Section 5(a)(vi), COMPANY the Company shall have no further obligation continue to EMPLOYEE under this Agreement except pay to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2the Employee, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based any other payments or benefits and on the timing of EMPLOYEE's termination or resignation relative to the end regular payroll dates of the COMPANYCompany for a period of one (1) year following the Date of Termination, the Employee's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described at the rate provided in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior 3(a) hereof. The Company's obligation to make the payment pursuant to this Section 6(c)(i) shall be subject to the then current fiscal yearprovisions of Section 6(c)(ii) and conditioned upon the Company's prior receipt of an executed general release of claims that the Employee may have against the Company, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income its affiliates and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its their respective agentsshareholders, directors, officers, partnersemployees and agents, employeesto the maximum extent permitted by law. (ii) In addition, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts Employee agrees to keep the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII Chief Executive Officer of the Civil Rights Act Company or his designee apprised of 1964the Employee's status during the entire period of time that the Employee shall be entitled to receive salary continuation pursuant to Section 6(c)(i) above, 42 U.S.C. " 2000eand, et seq.if requested, to provide appropriate supporting documentation with respect to the salary, bonuses or other income earned by and benefits made available to the Employee in respect of any employment or other engagement secured by the Employee. In the event the Employee secures employment or any other engagement, the Americans Company shall be entitled to deduct from the amounts payable to the Employee pursuant to Section 6(c)(i), any salary, bonuses or other income earned by the Employee in connection with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.such employment, and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of Employee shall promptly repay to the California Civil Code, Company any amounts paid to him by the Company pursuant to Section 6(c)(i) which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits Company was entitled to which he otherwise would have been entitled, and that deduct from such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation amounts pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsSection 6(c)(ii).

Termination Without Cause; Resignation for Good Reason. Upon In the event of (A) the Company's termination of EMPLOYEEExecutive's employment by COMPANY hereunder without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time (B) Executive's resignation for Good Reason, COMPANY (C) Executive's death, or (D) Executive's Disability, he shall be entitled 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 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 to Executive (x) during the period 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 no further obligation to EMPLOYEE under been from the date of this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coveragecalculated as if all reductions had been restored, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative but only to the end extent that any such Annual Bonus paid during this period utilized the amount of the COMPANYExecutive's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described Fixed Salary in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paycalculating said Annual Bonus; provided, however, that EMPLOYEE may elect Executive shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensationTrust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII portion of the Civil Rights Act of 1964Severance Benefit (i) attributable to any increase in his Fixed Salary after March 31, 42 U.S.C. " 2000e2002, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination or (ii) otherwise in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 excess of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees Severance Benefit or other severance payment that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise Executive would have been entitledeligible to receive if his employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling him to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon Executive's execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment the Revocation Period, as defined in the Release." 3. Section 2(c) of the First Amended Agreement is hereby deleted in its entirety, and in one lump sum payment at replaced by the date of termination, less applicable withholdings.following:

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's ’s employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. (i) Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and (ii. ) Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and (iii. ) A pro-rated amount, based on the timing of EMPLOYEE's ’s termination or resignation relative to the end of the COMPANY's ’s then current fiscal year, of the EMPLOYEE's ’s eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and (iv. ) Severance compensation totaling THIRTYTWENTY-SIX FOUR (3624) months' ’ base pay, determined at EMPLOYEE's ’s then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " “ 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " “ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " “ 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " “ 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Gov’t Code " “ 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's ’s employment and in one lump sum payment at the date of termination, less applicable withholdings. Any benefits payable under this Section 4.2.5 shall be delayed to the extent necessary to comply with Internal Revenue Code Section 409(A)(2)(B)(i) (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amount to which EMPLOYEE would otherwise be entitled during the six (6) month period immediately following EMPLOYEE’S separation from service will be paid on the first business day following the expiration of such six (6) month period.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's If Employer terminates Employee’s employment by COMPANY during the Employment Period without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time the Employee resigns for Good ReasonReason other than following a Change of Control as set forth in Section 11(f) (“Termination without Cause”), COMPANY Employer shall have no further obligation pay to EMPLOYEE under this Agreement except to distribute to EMPLOYEEthe Employee: i. Any compensation then due EMPLOYEE (i) his Accrued Entitlements (in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY the timing set forth in the definition thereof); (ii) a lump sum payment within thirty (30) days of the date of termination equal to EMPLOYEE through two (2) times Employee’s Base Salary at the termination date, less applicable withholdings; andhighest rate in effect in the preceding twelve (12) months; ii. Payment of full COBRA premium for TWENTY-FOUR (24iii) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not an amount equal to the Bonus that would be provided in lieu of payment of premium; and iii. A pro-rated amount, earned on the Termination Date based on the timing Employer’s performance on such date, provided that Employer has met or exceeded the performance target for that year as of EMPLOYEE's the date of termination or resignation relative payable at the time Bonus amounts are customarily paid to employees of the Employer, but in no event later than the 15th day of the third month after the end of year in which the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; andtermination occurs; (iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's continuing coverage under Employer’s then-current rate existing health and dental insurance for Employee, his spouse and dependent children (if any), for a period of base paytwo (2) years; provided, however, that EMPLOYEE may elect to accept a lesser the extent such coverage cannot be provided under the Employer's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Employee, the Company shall pay Executive each month during such two (2) year period an amount equal to the COBRA continuation coverage premium under the Employer's group medical plans less the amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII Employee's portion of the Civil Rights Act premium as if Executive was an active employee (the “Cash Equivalent Payments”) along with a full tax gross up with respect to the Cash Equivalent Payments so Employee has no after tax consequences with respect to the Cash Equivalent Payments and related tax gross up (provided such payments shall cease upon the Employee becoming employed by another employer and eligible for medical coverage with such employer); (v) reimbursement of 1964reasonable relocation expenses from the Dallas/Fort Worth metropolitan area to Monterey, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil CodeCalifornia, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph reimbursement shall be in lieu limited to realtor’s fees and closing costs for the sale of any other severance benefit Employee’s Texas home and reasonable costs of moving Employee’s household goods from the Dallas/Fort Worth metropolitan area to which EMPLOYEE would otherwise be entitledMonterey, under either any other provision to this Agreement or any COMPANY policies in effect on the date California; and (vi) within thirty (30) days of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsan amount equal to the pension plan benefit that would have accrued to the account of Employee under the Employer’s salaried employees’ pension plan for the two (2)-year period following termination, assuming for purposes of such calculation that Employee’s annual compensation during such period is equal to his Base Salary at the highest rate in effect for the preceding twelve (12) months prior to termination.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's (i) If the Executive’s employment is terminated by COMPANY the Company without cause pursuant to Section 4.1.5, Cause or if EMPLOYEE terminates this Agreement at any time the Executive should resign for Good Reason, COMPANY prior to the expiration of the Term, he shall have no further obligation be entitled to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE receive: (A) the Salary provided for in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE Section 3(a) as accrued through the date of such resignation or termination date, less applicable withholdingsand continuing for a period of one year from the date of such resignation or termination (the “Continuation Period”); and ii. Payment (B) any bonus earned but not yet paid in respect of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided any calendar year preceding the year in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's which such termination or resignation relative occurs; (C) any unreimbursed expenses and (1) a bonus for the calendar year in which such termination or resignation occurs equal to the end of Executive’s target annual performance bonus, if any, for such year and each subsequent calendar year included in whole or in part within the COMPANY's then current fiscal yearContinuation Period, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser the amount of severance than stipulated if EMPLOYEE deems it beneficial 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 him/her 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 light such final calendar year up to and including the last day of various income the Term; and excise tax considerations. In consideration for this severance compensation(D) all stock and stock option grants awarded to the Executive by the Company, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on a successor by merger or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common lawacquisition, including, but not limited toto all awards under the Company’s 2007 Performance Equity Plan and any successor plan thereto, Title VII shall become 100% vested and shall be exercisable as provided in the applicable stock option agreement. Except to the extent required pursuant to Section 21 hereof, during the Continuation Period, (X) Salary payments to the Executive shall be payable in accordance with the payroll practices of the Civil Rights Act Company, and (Y) bonus payments, if any, shall be made in respect of 1964each 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, 42 U.S.C. " 2000edental and insurance plans and arrangements described in Section 5, et seq.on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (i) the last day of the Continuation Period and (ii) such time as the Executive is entitled to comparable benefits provided by a subsequent employer. Anything herein to the contrary notwithstanding, the Americans with Disabilities ActCompany shall have no obligation to Continue to maintain during the Continuation Period any plan or program solely as a result of the provisions of this Agreement. If, 42 U.S.C. " 12101, et seq.during the Continuation Period, the Age Discrimination Executive is precluded from participating in Employment Act, 29 U.S.C. " 623, et. seq.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 Worker Adjustment and Retraining Notification ActCompany shall provide the Executive with compensation or benefits the aggregate value of which, 29 U.S.C. " 2101, et. seq., and in the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 reasonable judgment of the California Civil CodeCompany, which reads is no less than the aggregate value of the compensation or benefits that the Executive would have received under such plan or program had he been eligible to participate therein or had such plan or program continued to be maintained by the Company. (ii) Except as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEmay be provided under the terms of any applicable grants to the Executive, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any plan or arrangement in which the Executive participates or except as may be otherwise required by applicable law, including, without limitation, the provisions of Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive shall have no right under this Agreement or any other statute agreement to receive any other compensation, or common law principle to participate in any other plan, arrangement or benefit, with respect to future periods after such termination or resignation of similar effectemployment. EMPLOYEE acknowledges that In the benefits he is receiving in exchange for event of a termination or resignation pursuant to this Release are more than Section 7(b), the Executive shall have no duty of mitigation with respect to amounts payable to him pursuant to this Section 7(b) or other benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Releaseis entitled pursuant hereto. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing Notwithstanding anything to the contrary in this Agreement. Severance compensation , the right of the Executive to receive payments provided for in this Section 7(b) shall be subject to Section 8 of this Agreement. (iii) The date of termination of employment by the Company pursuant to this paragraph Section 7(b) shall be the date specified in lieu the written notice of any other severance benefit termination from the Company to which EMPLOYEE would otherwise be entitledthe Executive or, under either any other provision if no date is specified therein, ten business days after receipt by the Executive of the written notice of termination from the Company. The date of a resignation by the Executive pursuant to this Agreement or any COMPANY policies in effect on Section 7(b) shall be the date specified in the written notice of execution resignation from the Executive to the Company or, if no date is specified therein, ten business days after receipt by the Company of this Agreement. Severance compensation shall be paid upon termination the written notice of EMPLOYEE's employment and in one lump sum payment at resignation from the date of termination, less applicable withholdingsExecutive.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2Section 3.1.1, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR TWELVE (2412) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTYTWENTY-SIX FOUR- (3624) months' months base pay, plus ONE (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's In the event that (A) the Company terminates your employment by COMPANY hereunder without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time (B) you resign for Good ReasonReason or (C) the Company fails to extend the Term for at least one additional one-year period as described herein, COMPANY you shall have no further obligation be entitled to EMPLOYEE under this Agreement except the following: (i) the payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to distribute two times (a) the Fixed Salary 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 EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE you during the period from twelve (12) months immediately preceding the Effective Date through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect you shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount Trust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), any portion of severance than stipulated if EMPLOYEE deems it beneficial your Severance Benefit (i) attributable to him/her any increase in light of various income and excise tax considerations. In consideration for this severance compensationyour Fixed Salary after March 31, EMPLOYEE2002, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII (ii) otherwise in excess of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges Severance Benefit or other severance payment that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise you would have been entitledeligible to receive if your employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling you to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon your execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment and the Revocation Period, as defined in one lump sum payment at the date of termination, less applicable withholdingsRelease."

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's If the Employee’s employment with the Company is terminated by COMPANY the Company without cause pursuant to Cause (as defined in Section 4.1.54.3), or if EMPLOYEE terminates this Agreement at any time by the Employee’s voluntary resignation for Good ReasonReason (as defined in Section 4.2), COMPANY other than in connection with a Change in Control (as defined in Section 7.2(a)), then the Employee shall have no further obligation be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to EMPLOYEE under the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 18 of this Agreement except Agreement, the Employee shall be eligible to distribute to EMPLOYEEreceive the following separation benefits: i. Any compensation (a) an amount equal to the product of (i) one twelfth (1/12) of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then due EMPLOYEE the Employee’s then-current annualized base salary shall refer to his base salary as in effect immediately before such material reduction took effect) and (ii) twelve (12), less any amounts required to be withheld under applicable law, which amount shall be payable in twelve (12) substantially equal monthly installments, in accordance with Sections 3.1.1 the Company’s payroll practices in effect from time to time beginning on the Payment Commencement Date (as defined below); and 3.1.2, and reimbursable expenses owed by COMPANY (b) the amount of any bonus for the prior year that was approved but not yet paid to EMPLOYEE through the Employee at the time of the Employee’s termination dateof employment, less any amounts required to be withheld under applicable withholdings; and ii. Payment law, which amount shall be paid in a manner and timing consistent with the payments to other similarly situated employees and consistent with the requirements of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end Section 409A of the COMPANY's then current fiscal yearInternal Revenue Code of 1986, as amended (the “Code”) but in no event later than March 15 of the EMPLOYEE's eligible cash incentive bonus percentage year following the year of base salaryperformance; provided, as described in Section 3.1.2both cases, that the Severance Agreement has been executed and any unpaid bonus earned by EMPLOYEE prior to applicable revocation period with respect thereto has expired within sixty (60) days following the then current fiscal yearEmployee’s date of termination (such 60th day, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paythe “Payment Commencement Date”); provided, however, that EMPLOYEE may elect if the 60th day following the Employee’s date of termination occurs in the calendar year following the year of termination, then the Payment Commencement Date shall be no earlier than January 1 of the year following the year of termination; and 5.2 upon the Employee’s termination from employment pursuant to accept a lesser amount this Section 5, the Company shall make contributions to the cost of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of himself, his agents, heirs, executors, administratorsthe Employee and any applicable dependents for a period of twelve (12) months after the Employee’s termination if the Employee elects COBRA coverage, and assignsonly for so long as such coverage continues in force; provided, expressly releases however, that if the Employee commences new employment and forever discharges COMPANY is eligible for a new group health plan, the Company’s contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to Company-provided health and its successors and assignsdental insurance coverage in effect immediately before termination of the Employee’s employment for an active employee with the same coverage elections. At the end of the twelve (12) month period, the Employee may continue such COBRA, if applicable, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsresponsible for all premiums thereafter.

Termination Without Cause; Resignation for Good Reason. Upon (a) If, prior to the expiration of the Term, (X) the Executive incurs a Separation from Service by reason of the Company’s termination of EMPLOYEE's the Executive’s employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time nonrenewal of the Term for reasons other than for Cause or the Executive’s resignation from his/her employment hereunder for Good Reason, COMPANY and (Y) the provisions of Section 5.2(b) do not apply, the Executive shall have no further obligation be entitled to EMPLOYEE under this Agreement except to distribute to EMPLOYEEthe following payments and benefits: i. Any compensation (i) severance pay equal to the Executive’s annual Base Salary then in effect (or, if the Executive is resigning for Good Reason due EMPLOYEE to a reduction in accordance with Sections 3.1.1 and 3.1.2his/her level of Base Salary, and reimbursable expenses owed by COMPANY his/her annual Base Salary as in effect immediately prior to EMPLOYEE through such reduction); (ii) to the termination dateextent that the Separation from Service occurs on or after the mid-point of the fiscal year of the Company, less applicable withholdingsa pro-rated Annual Bonus for the fiscal year during which the Separation from Service occurs (which pro-rated Annual Bonus shall be paid no later than March 15 of the calendar year following the year during which the Separation from Service occurred); and ii. Payment (iii) any Other Accrued Compensation and Benefits. (b) If, prior to the expiration of full COBRA premium the Term, (X) the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment or nonrenewal of the Term for TWENTY-FOUR reasons other than for Cause, or if the Executive resigns from his/her employment hereunder for Good Reason, and (24Y) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's such termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE occurs within six months prior to or within 12 months following a Change in Control, the Executive shall be entitled to (i) severance pay equal to two times the Executive’s annual Base Salary then current fiscal yearin effect (or, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect if the Executive is resigning for Good Reason due to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to himreduction in his/her in light level of various income and excise tax considerations. In consideration for this severance compensationBase Salary, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads his/her annual Base Salary as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment immediately prior to such reduction) and in one lump sum payment at the date of termination, less applicable withholdings.(ii)

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: follow A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon Executive’s employment with the Company shall terminate pursuant to this Section 4(c): (i) upon a termination of EMPLOYEE's Executive’s employment by COMPANY the Company without cause Cause or (ii) upon Executive’s termination of Executive’s employment for Good Reason. Upon a Termination of Employment pursuant to this Section 4(c), the Employment Period shall terminate and Executive (or Executive’s estate) shall be entitled to: (i) any unpaid Salary and unused vacation accrued through the Termination Date and, to the extent not previously paid, any Bonus earned and unpaid as of the Termination Date for any previously completed fiscal year, which shall be paid on the tenth day after the Termination Date (or, if such day is not a business day, the next business day after such day); (ii) all Benefits determined in accordance with the Company’s applicable Benefit plans then in effect and reimbursement of expenses pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at 3 incurred through the Termination Date; (iii) payment of an amount equal to 12 months of Executive’s annual Salary as in effect immediately prior to the Termination Date (but without taking into account any time reduction in Salary giving rise to a termination of employment by Executive for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE:); i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24iv) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amountthe positive difference, if any, of (A) a pro rata portion, based on the timing number of EMPLOYEE's days elapsed in the fiscal year of termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, through and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less of the Bonus Executive would have been entitled to receive for the year of termination but for termination of his employment minus (B) any amount payable pursuant to clause (vii) below. If termination of Executive’s employment occurs during the first six months of a fiscal year, the Bonus Executive would have been entitled to receive for the year of termination shall be deemed to be equal the average of the Bonuses Executive received for the two previous fiscal years (or the actual bonus for the previous fiscal year if termination occurs during the first six months of the second full fiscal year following the Effective Date). If termination of Executive’s employment occurs during the second six months of a fiscal year (or at any time during the first full fiscal year following the Effective Date), the Company’s performance during the portion of such fiscal year preceding termination of Executive’s employment shall be annualized, and the Bonus Executive would have received for such fiscal year shall be deemed to be the Bonus Executive would have earned if the annualized performance had been the actual performance for such fiscal year; (v) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his eligible dependents and beneficiaries (to the extent provided therein) who were covered under the Company’s health plans as of the date of Executive’s termination with healthcare benefits which are substantially the same as the benefits provided to Executive and such dependents and beneficiaries immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage); (vi) Relocation benefits under Section 3(f) (including the same maximum aggregate Reimbursement and Tax Gross-Up) for moving from Los Angeles to New York to the extent any such eligible relocation expenses are actually incurred by Executive on or before the six-month anniversary of the date of Executive’s Termination of Employment. Such reimbursement shall made within 30 days following the Company’s receipt of a written request for such reimbursement, subject to receipt by the Company of supporting receipts and/or documentation and receipts in form and substance reasonably acceptable to the Company and shall be subject to the provisions of Section 3(g); and (vii) Payment of the 2011 Guaranteed Bonus, to the extent not already paid to Executive. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to Section 4(c) above (except for the amounts payable under Sections 4(c)(i) and (ii)) unless, on or prior to the 60th day following the date of Executive’s Termination of Employment, an effective mutual waiver and release of claims agreement (the “Release”) in substantially the form attached hereto as Exhibit A has been executed and remains effective on such date and any applicable withholdingsrevocation period thereunder has expired; provided that any failure of the Company to execute the Release shall not reduce or eliminate its obligations hereunder. Subject to Section 4(e)(i), the amounts described in Sections 4(c)(iii) and (iv) shall be paid in a single lump sum on the next payroll date immediately following the expiration of such 60-day period.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's (i) The Company may terminate Executive’s employment by COMPANY with the Company at any time without cause pursuant to Section 4.1.5Cause (as defined below). Further, or if EMPLOYEE terminates this Agreement Executive may resign at any time for Good Reason (as defined below). (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, COMPANY shall have no further obligation then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to EMPLOYEE under any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement except to distribute to EMPLOYEEand satisfies the requirements set forth in Section 4, then Executive shall receive the following severance benefits: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 (a) All unpaid salary and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE unpaid vacation accrued through the separation date. (b) Bonus and other compensation payable hereunder and earned through the effective date of termination or resignation, if any. (c) Any payments/benefits to which the Executive is entitled under the express terms of any applicable Company employee benefit plan. (d) Any unreimbursed valid business expenses for which the Executive has submitted properly documented reimbursement requests. (e) Severance (the “Severance”) in an amount equal to the sum of the following: (1) Seventy-eight weeks of Base Salary as in effect immediately prior to the separation date, less applicable withholdings; and ii(2) An amount equal to the product of (A) seventy-eight, multiplied by (B) Executive’s Base Salary as in effect immediately prior to the separation date divided by fifty-two, multiplied by (C) Executive’s annual bonus percentage target as in effect immediately prior to the separation date. Payment The Severance shall be subject to standard payroll deductions and withholdings, and payable in a lump-sum on the 60th day following Executive’s Separation from Service. (f) If Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Employee’s and his covered dependents’ health insurance coverage in effect for himself on the termination date for seventy-eight weeks, with such payments to cease in the event Executive becomes eligible for health insurance coverage in connection with new employment or Executive ceases to be eligible for COBRA continuation coverage for any reason. Notwithstanding the foregoing, if at any time the Company determines that its payment of full COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the payment period, a fully taxable cash payment equal to the COBRA premium for TWENTY-FOUR such month, subject to applicable tax withholding, to be made without regard to Executive’s payment of COBRA premiums. (24g) The vesting of all of Executive’s equity interests in the Company shall be accelerated such that all equity interests shall be deemed vested and exercisable as of Executive’s last day of employment. (h) The exercise period for all of Executive’s equity interests in the Company shall, to the extent permitted under the Amended and Restated 2011 Equity Incentive Plan or other applicable plan document, be extended so that such period terminates upon the later of either (1) three years following the Executive’s last day of employment, or (2) the exercise period set forth under the Amended and Restated 2011 Equity Incentive Plan, other applicable plan document or applicable option agreement or restricted stock agreement. This paragraph (h) shall operate as an amendment of any applicable option or option agreement. (iii) If Executive’s termination without Cause or resignation for Good Reason, as of, immediately prior to or any time within twelve months following termination. Should EMPLOYEE discontinue COBRA coverage the closing of a Corporate Transaction (and provided such termination or elect alternative coverageresignation constitutes a Separation from Service), a cash payment will not be provided then in addition to the benefits set forth in Section 3.2(ii)(a)(b)(c)(d)(g)(h), and in lieu of payment the benefits set forth in Section 3.2(ii)(e) and (f), Executive shall receive the following severance benefits: (a) Severance in an amount equal to the sum of premiumthe following (shall be subject to standard payroll deductions and withholdings, and payable in a lump-sum on the 60th day following Executive’s Separation from Service): (1) One hundred and four weeks of Base Salary as in effect immediately prior to the separation date; and iii. A pro-rated amount(2) The product of (A) one hundred and four, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, multiplied (B) by Executive’s Base Salary as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE effect immediately prior to the then current fiscal yearseparation date divided by fifty-two, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX multiplied by (36C) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads Executive’s annual bonus percentage target as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect immediately prior to the separation date. (b) If Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Employee’s and his covered dependents’ health insurance coverage in effect for himself on the termination date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment for twenty-four months, subject to the terms and conditions set forth in one lump sum payment at the date of termination, less applicable withholdingsSection 3.2(ii)(b).

Termination Without Cause; Resignation for Good Reason. Upon termination If, at any time, either (x) the Company terminates your employment without Cause, and other than if your employment terminates as a result of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5your death or disability, or if EMPLOYEE terminates this Agreement at any time (y) you resign for Good Reason, COMPANY and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below, you shall have no further obligation be entitled to EMPLOYEE under this Agreement except to distribute to EMPLOYEE:receive (collectively, the “Severance Benefits”): i. Any compensation (i) Twelve (12) months of your then due EMPLOYEE current Base Salary and the On-Target Commissions (at the on target payment levels) and your then current car allowance, ignoring any decrease in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through On-Target Compensation that forms the termination datebasis for Good Reason, less all applicable withholdings; and ii. Payment of full COBRA premium withholdings and deductions (the “Cash Continuation”), paid in equal installments on the Company’s normal payroll schedule for TWENTY-FOUR the first twelve (2412) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment your Separation from Service (provided that no payments will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE made prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators60th day following your Separation from Service, and assignson such 60th day, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events the Company will pay you in a lump sum the Cash Continuation that occurred you would have received on or before prior to such date under the date on which EMPLOYEE accepts original schedule but for the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of delay while waiting for the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans 60th day in compliance with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one 409A). (ii) A lump sum payment equal to the performance incentive award amount, for the fiscal year in which the termination occurs, that you would have earned, based solely on the actual percentage achievement of the Company’s EBITDA performance objectives as measured at the date of terminationSeparation from Service. For clarity, less if the Company had achieved 50% of its annual EBITDA performance objectives as of the Separation from Service Date, you would receive payment of $50,000. This lump sum payment will be paid on the 60th day following your Separation from Service. (iii) If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company shall instead pay you on the first day of each month of the remainder of the COBRA Payment Period a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable withholdingstax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be made you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Non-Disclosure, Confidentiality and Non-Solicitation Agreement and your Invention and Secrecy Agreement that you have executed during the period of time in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your Separation from Service; and (c) your delivering to the Company a letter resigning from any office which you hold within the Company and its affiliates at that time and any Board position which you hold at that time in the Company and its affiliates effective no later than the date of your termination date (or such other date as requested by the Board).

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's If the Company terminates your employment by COMPANY without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time you resign for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2other than as a result of your death or disability, and reimbursable expenses owed by COMPANY provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to EMPLOYEE through any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): (i) an amount equal to twelve (12) months of your then current base salary, less all applicable withholdings and deductions, paid over such twelve (12) month period, on the schedule described below (the “Salary Continuation”); (ii) if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination datedate until the earliest of (A) the close of the twelve (12) month period following the termination of your employment, less applicable withholdings(B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and ii. Payment of full COBRA premium (iii) if your termination without Cause or resignation for TWENTY-FOUR Good Reason is effective within twelve (2412) months following terminationa Change in Control (as defined herein), then in addition to the benefits set forth in Section 7(b)(i) and (ii), the Company will also (A) pay you a lump-sum severance payment equal to your target bonus for the year in which your separation occurs, prorated for the amount of time that you were employed by the Company during such year (less deductions and withholdings); and (B) accelerate the vesting of the Option such that it will be deemed fully vested and exercisable as of your last day of employment with the Company. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash The lump sum severance payment described in this Section 7(b)(iii) will not be provided in lieu of paid to you with the first payment of premiumthe Salary Continuation set forth in Section 7(b)(i). Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Employee Confidential Information and Invention Assignment Agreement; and iiiand (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your termination date. A pro-rated amount, based The Salary Continuation will be paid in equal installments on the timing Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of EMPLOYEE's your termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paydate; provided, however, that EMPLOYEE may elect no payments will be made prior to accept the 60th day following your Separation from Service. On the 60th day following your Separation from Service, the Company will pay you in a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events lump sum the Salary Continuation that occurred you would have received on or before prior to such date under the date on which EMPLOYEE accepts original schedule but for the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII delay while waiting for the 60th day in compliance with Code Section 409A and the effectiveness of the Civil Rights Act of 1964release, 42 U.S.C. " 2000e, et seq., with the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 balance of the California Civil Code, which reads Salary Continuation being paid as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsoriginally scheduled.

Termination Without Cause; Resignation for Good Reason. Upon termination In the event that (A) the Company terminates your employment hereunder without Cause, (B) you resign for Good Reason or (C) the Company fails to extend the Term for at least one additional one-year period as described herein, you shall be entitled 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 two times (a) the higher of EMPLOYEE's employment 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 COMPANY without cause pursuant the Company to Section 4.1.5you (x) during the period from twelve (12) months immediately preceding the Effective Date through the Termination Date, or (y) if EMPLOYEE terminates your reduction in your Fixed Salary is not restored in whole or part, the amount your Annual Bonus would have been from the date of this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coveragecalculated as if all reductions had been restored, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative but only to the end extent that any such Annual Bonus paid during this period utilized the amount of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described your Fixed Salary in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paycalculating said Annual Bonus; provided, however, that EMPLOYEE may elect you shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount Trust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), any portion of severance than stipulated if EMPLOYEE deems it beneficial your Severance Benefit (i) attributable to him/her any increase in light of various income and excise tax considerations. In consideration for this severance compensationyour Fixed Salary after March 31, EMPLOYEE2002, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII (ii) otherwise in excess of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges Severance Benefit or other severance payment that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise you would have been entitledeligible to receive if your employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling you to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon your execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment and the Revocation Period, as defined in one lump sum payment at the date Release." 4. Section 4 of terminationthe Agreement is amended, less applicable withholdings.to add a new Section 4.07, to read as follows:

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's ’s employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. (i) Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and (ii. ) Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and (iii. ) A pro-rated amount, based on the timing of EMPLOYEE's ’s termination or resignation relative to the end of the COMPANY's ’s then current fiscal year, of the EMPLOYEE's ’s eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and (iv. ) Severance compensation totaling THIRTY-SIX (36) months' ’ base pay, determined at EMPLOYEE's ’s then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " “ 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " “ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " “ 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " “ 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Gov’t Code " “12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's ’s employment and in one lump sum payment at the date of termination, less applicable withholdings. Any benefits payable under this Section 4.2.5 shall be delayed to the extent necessary to comply with Internal Revenue Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amount to which EMPLOYEE would otherwise be entitled during the six (6) month period immediately following EMPLOYEE’s separation from service will be paid on the first business day following the expiration of such six (6) month period.

Termination Without Cause; Resignation for Good Reason. Upon If, following the date hereof and prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of the Company’s termination of EMPLOYEE's the Executive’s employment by COMPANY without cause pursuant to Section 4.1.5, Cause or if EMPLOYEE terminates this Agreement at any time the Executive’s resignation for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE (i) The Executive shall receive the Other Accrued Compensation and Benefits, payable in accordance with Sections 3.1.1 Company policies and 3.1.2practices and in no event later than thirty (30) days after the Executive’s Separation from Service, and reimbursable expenses owed by COMPANY to EMPLOYEE through unless otherwise expressly set forth in the termination dateapplicable plan, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage program or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerationsagreement. In consideration for this severance compensationaddition, EMPLOYEEthe Company shall pay the Executive, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before not later than the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, Company pays out bonuses to Company management but not limited to, Title VII later than March 15th of the Civil Rights Act year following the year in respect of 1964which it was earned the amount of any Bonus earned for the calendar year preceding the year in which his employment is terminated, 42 U.S.C. " 2000eto the extent not theretofore paid. (ii) The Company will pay the Executive a Bonus for the calendar year in which his employment is terminated, et seq., such Bonus to be determined based on actual performance pursuant to the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination performance goal(s) described in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq.paragraph 3(b) hereof, and then prorated based on the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 number of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle calendar days of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on year elapsed through the date of execution Executive’s termination of this Agreement. Severance compensation employment (the “Pro-Rata Bonus”). (iii) All then outstanding Unvested Equity Awards shall immediately vest in full and all outstanding stock options granted to the Executive prior to the Executive’s Separation from Service shall remain exercisable as follows: (A) The stock options awarded to the Executive on February 21, 2014 (the “2014 Options”) shall remain exercisable for the shorter of: (x) their original term and (y) five (5) years from Executive’s Separation from Service, at which time the 2014 Options shall be paid upon termination of EMPLOYEE's employment cancelled. (B) The stock options awarded to the Executive on January 5, 2015 (the “2015 Options”) shall remain exercisable for the shorter of: (x) their original term and in one lump sum payment at the date of termination, less applicable withholdings.(y) four

Termination Without Cause; Resignation for Good Reason. Upon termination (A) Subject to the provisions of EMPLOYEESection 4.2(e) hereof, if, prior to the expiration of the Term, the Executive's employment is terminated by COMPANY the Corporation without cause pursuant to Section 4.1.5Cause, and other than as a result of his death or Disability, or if EMPLOYEE terminates this Agreement at any time the Executive resigns from his employment for Good Reason, COMPANY the Executive shall be entitled to receive as severance benefits (the "Severance Benefits") the following: (I) his Base Salary at the annual rate then in effect immediately prior to such termination or resignation or, as the case may be, his compensation under Section 3.2(b) through the effective date of such termination or resignation; (II) the Incentive Compensation the Executive would have earned, prorated to the effective date of such termination or resignation; (III) continued coverage for the Term under the Corporation's health and insurance plans 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 further obligation less favorable than the benefits he was entitled to EMPLOYEE under this Agreement except such plan; and (IV) a lump sum severance payment equal to distribute 2.99 times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code (the "Code") (subject to EMPLOYEE: i. Any compensation then due EMPLOYEE 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 Sections 3.1.1 temporary or final regulations promulgated under section 280G of the Code then in effect, if any. In the absence of 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 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 during which the Executive was so employed or (2) the average of the Executive's annual compensation for both complete and 3.1.2partial calendar years during the Base Period during which the Executive was so employed, and reimbursable expenses owed determined by COMPANY to EMPLOYEE through any compensation (other than nonrecurring items) includable in the Executive's gross income for any partial calendar year or (3) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such (B) The date of termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, employment by the Corporation under this Section 4.2 shall be the date specified in a cash payment will not be provided in lieu written notice of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end Executive (which date shall be no earlier than the date of the COMPANY's then current fiscal yearfurnishing such notice) or, of the EMPLOYEE's eligible cash incentive bonus percentage of base salaryif no such date is specified therein, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts such notice is given to the severance Executive. The date of resignation under this Section 4.2 shall be two weeks after receipt by the Corporation of the written notice of resignation. (C) Resignation for "Good Reason" shall mean the Executive's voluntary termination of employment with the Corporation because of (I) a reduction, without the Executive's written consent, in the Executive's current base or aggregate compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII unless such reduction is generally applicable to all executives of the Civil Rights Act of 1964Corporation, 42 U.S.C. " 2000e(II) a reduction without the Executive's consent, et seq., in the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEEExecutive's employment and in one lump sum payment at the date of termination, less applicable withholdings.then current responsibilities as