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

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, the Company may relieve the Executive from performing any duties and pay the Executive her Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”).

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive from performing any duties and pay event that the Executive her Termination takes place on or before August 16, 2009, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive may initiate elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a termination of employment by resigning for Good Reason. Upon termination by period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes and does not timely revoke a written Release lump sum equal to two years of Base Salary continuation (as defined below) to be paid in accordance with the terms Company’s normal payroll practices) and two years of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued ObligationsTarget Bonus; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause and the Executive may voluntarily resign at any time without Good Reason, in each case upon thirty (30) 30 days’ advance written notice; provided, however, notice to the Company may relieve the Executive from performing any duties and pay the Executive her Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretionother party. The Executive may initiate a termination of employment by resigning for Good ReasonReason as described in Section 12(c) below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance with the terms of such Release), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay If the Executive, ’s employment is terminated without Cause or with Good Reason other than in connection with or within 24 months of a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year Change in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fractionControl, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s annual Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) Salary, plus (B) the Executive’s target Annual Bonus for the year of termination. Payment shall be made over the 1-year period following the termination date in which installments in accordance with the Company’s normal payroll practices. (2) Notwithstanding any other provision contained herein, if the Executive’s employment is terminated without Cause or for Good Reason, in each case, in connection with or during the 24-month period following a Change in Control, the Company will pay the Executive is terminatedan amount equal to one times the sum of (X) the Executive’s annual Base Salary, with 50% plus (Y) the Executive’s target Annual Bonus for the year of termination; plus (Z) a pro-rata portion of the Severance Payment payable in a lump sum payment within sixty (60) days following Executive’s Annual Bonus for the year of termination based on actual performance for the applicable performance period. Installment payments will begin on the 60th day after the Executive’s termination date, and any installments not paid between the termination date and the remaining 50% date of the Severance Payment to first payment will be paid within fifteen with the first payment. In the case of a payment following a Change in Control, the payments under Section 6(a)(2)(X) and (15Y) days above, will be paid in lump-sum and shall be made on the 60th day following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to ; the Executive payment of the pro-rata bonus pursuant to Section 2(c6(a)(2)(Z) above, shall above will be subject to any applicable accelerated or continuing vesting provisions set forth payable in the applicable Grant Instruments (as defined in the Equity Plan); andaccordance with 6(c) below. (4b) The Company shall make a lump-sum payment within sixty (60) days on the 60th day following the termination date equal to the COBRA premiums that the Executive would pay if the Executive he elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, his dependents for the eighteen (18)-month 12-month period following the termination datetermination, based on the COBRA rates in effect at the termination date. (c) The prorated Annual Bonus referenced in Section 6(a)(2)(Z) above, shall be determined by multiplying the full year Annual Bonus that would otherwise have been payable to the Executive, based upon the achievement of the applicable performance goals, as determined by the Board, by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year in which the termination date occurs and the denominator of which is 365. Such prorated Annual Bonus, if any, shall be paid at the same time as bonuses are paid to other employees of the Company, but not later than two and a half months after the end of the fiscal year in which the termination date occurs. (1) If the Executive’s employment is terminated without Cause or for Good Reason other than in connection with or during the 24 months following a Change in Control, then (A) any equity awards (other than the Staking Grant) that were granted more than 12 months before the Executive’s termination date will vest as of the termination date as follows: (i) all time-based awards will accelerate pro-rata based on the timing of termination; and (ii) all performance-based awards (if any) will vest pro-rata based on target performance through the date of the Executive’s termination; and (B) the Staking Grant shall vest pro-rata if and only if such termination occurs more than 6 months following the grant date of such award; for the avoidance of doubt, no acceleration shall occur for the Staking Grant if such termination occurs within 6 months of the grant date. Other than with respect to the Staking Grant, which shall vest in accordance with subsection (B), no equity award that was granted within 12 months of the termination date shall be subject to accelerated vesting due to such termination. (2) For any termination without Cause or resignation with Good Reason that occurs in connection with or during the 24 months following a Change in Control, (X) all time-based equity awards (including any Staking Grant that was awarded more than 6 months prior to the termination date) shall accelerate and become fully vested, and (Y) all performance-based equity awards shall accelerate and become vested based on actual performance as of the date of the applicable Change in Control. (e) The Company shall pay any other amounts earned, accrued and owing but not yet paid under Section 2(a) and/or 2(b), with respect to any completed fiscal year, above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“COBRA PaymentAccrued Obligations”), regardless of whether the Executive executes or revokes the Release.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive event that the Termination takes place one year from performing any duties and pay the Executive her Effective Date, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place two years from the Effective Date, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes a lump sum equal to two years of Base Salary continuation and does not timely revoke a written Release (as defined below) in accordance with the terms two years of Target Bonus, such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment must be made within sixty (60) 60 days following the of such termination date, (A) the Accrued Obligationsof employment; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (a) in the Executive from performing any duties and pay event that the Executive her Termination takes place on or before January 12, 2009, one (1) year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (b) in the event that the Termination takes place after January 12, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive may initiate elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a termination of employment by resigning for Good Reason. Upon termination by period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes and does not timely revoke a written Release lump sum equal to two (as defined below2) years of Base Salary continuation (to be paid in accordance with the terms Company’s normal payroll practices) and two years of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued ObligationsTarget Bonus; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve the (i) shall pay Executive from performing any duties and pay the Executive her two (2) years of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period of one year after termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay to Executive executes and does not timely revoke on the 60th day following the Termination Date a written Release (as defined below) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); two (2) The years of Base Salary and two (2) years of Target Bonus; (ii) if Executive elects to continue health coverage under COBRA, for a period up to one year after the termination, the Company will pay the Executive Executive’s premiums, in an amount (sufficient to maintain the “Severance Payment”) equal to one times the sum level of (A) the Executive’s Base Salary health benefits in effect on the date Executive’s last day of termination employment; and (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (Biii) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions Option will immediately vest as set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (a) in the Executive from performing any duties and pay event that the Executive her Termination Date takes place on or before August 16, 2009, one (1) year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and one (1) year of Target Bonus (to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (b) in the event that the Termination Date takes place after August 16, 2009, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period of one year after termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay to Executive executes and does not timely revoke on the 60th day following the Termination Date a written Release (as defined below) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); two (2) The years of Base Salary and two (2) years of Target Bonus; (ii) if Executive elects to continue health coverage under COBRA, for a period up to one year after the termination, the Company will pay the Executive Executive’s premiums, in an amount (sufficient to maintain the “Severance Payment”) equal to one times the sum level of (A) the Executive’s Base Salary health benefits in effect on the date Executive’s last day of termination employment; and (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (Biii) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions Option will immediately vest as set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.8.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.7.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive from performing any duties and pay event that the Executive her Termination takes place on or before June 15, 2009, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after June 15, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive may initiate elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a termination of employment by resigning for Good Reason. Upon termination by period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.8.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes and does not timely revoke a written Release lump sum equal to two years of Base Salary continuation (as defined below) to be paid in accordance with the terms Company’s normal payroll practices) and two years of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued ObligationsTarget Bonus; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive event that the Termination Date takes place one (1) year from performing any duties and pay the Executive her Effective Date, one (1) year of Base Salary continuation (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) to be paid in accordance with the terms of Company’s normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: 60th day) and one (1) The year of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2(ii)) or (B) in the event that the Termination Date takes place two (2) years from the Effective Date, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2(ii)); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period of one year after termination, the Company will pay the or reimburse Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive’s execution of a single lump sum payment within sixty (60) days Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the termination dateTermination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (A) the Accrued Obligations; (B) any Annual Bonus (Company shall pay to Executive on the extent not already paid) that, had she remained employed, would otherwise have been paid to 60th day following the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) Termination Date a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs lump sum payment in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); two (2) The years of Base Salary and two (2) years of Target Bonus; (B) if Executive elects to continue health coverage under COBRA, for a period of one year after termination, the Company will pay the Executive Executive’s premiums, in an amount (sufficient to maintain the “Severance Payment”) equal to one times the sum level of (A) the Executive’s Base Salary health benefits in effect on the date Executive’s last day of termination employment; and (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (BC) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date Option and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions RSU will immediately vest as set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to Executive's execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the case of a termination of Executive’s 's employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive's resignation with Good Reason, the Company may relieve the (i) shall pay Executive from performing any duties and pay the Executive her two (2) years of Base Salary continuation (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) to be paid in accordance with the terms Company's normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2); such Releasepayments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period of one year after termination, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive's premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive's last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive's execution of a single lump sum payment within sixty (60) days Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the termination dateTermination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (A) the Accrued Obligations; (B) any Annual Bonus (Company shall pay to Executive on the extent not already paid) that, had she remained employed, would otherwise have been paid to 60th day following the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) Termination Date a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs lump sum payment in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); two (2) The years of Base Salary and two (2) years of Target Bonus; (B) if Executive elects to continue health coverage under COBRA, for a period of one year after termination, the Company will pay the Executive Executive's premiums, in an amount (sufficient to maintain the “Severance Payment”) equal to one times the sum level of (A) the Executive’s Base Salary health benefits in effect on the date Executive's last day of termination employment; and (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (BC) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions Option will immediately vest as set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.8.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.7.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive from performing any duties and pay event that the Executive her Termination takes place on or before June 15, 2009, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the year), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after June 15, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each year); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.8.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes a lump sum equal to two years of Base Salary continuation and does not timely revoke a written Release (as defined below) in accordance with the terms two years of Target Bonus, such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment must be made within sixty (60) 60 days following the of such termination date, (A) the Accrued Obligationsof employment; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive event that the Termination takes place one year from performing any duties and pay the Executive her Effective Date, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes a lump sum equal to two years of Base Salary continuation and does not timely revoke a written Release (as defined below) in accordance with the terms two years of Target Bonus, such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment must be made within sixty (60) 60 days following the of such termination date, (A) the Accrued Obligationsof employment; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause and the Executive may voluntarily resign at any time without Good Reason, in each case upon thirty (30) 30 days’ advance written notice; provided, however, notice to the Company may relieve the Executive from performing any duties and pay the Executive her Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretionother party. The Executive may initiate a termination of employment by resigning for Good ReasonReason as described in Section 12(c) below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance with the terms of such Release), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay If the Executive, ’s employment is terminated without Cause or with Good Reason other than in connection with or within 24 months of a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year Change in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fractionControl, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s annual Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) Salary, plus (B) the Executive’s target Annual Bonus for the year of termination. Payment shall be made over the 1-year period following the termination date in which installments in accordance with the Company’s normal payroll practices. (2) Notwithstanding any other provision contained herein, if the Executive’s employment is terminated without Cause or for Good Reason, in each case, in connection with or during the 24-month period following a Change in Control, the Company will pay the Executive is terminatedan amount equal to one times the sum of (X) the Executive’s annual Base Salary, with 50% plus (Y) the Executive’s target Annual Bonus for the year of termination; plus (Z) a pro-rata portion of the Severance Payment payable in a lump sum payment within sixty (60) days following Executive’s Annual Bonus for the year of termination based on actual performance for the applicable performance period. Installment payments will begin on the 60th day after the Executive’s termination date, and any installments not paid between the termination date and the remaining 50% date of the Severance Payment to first payment will be paid within fifteen with the first payment. In the case of a payment following a Change in Control, the payments under Section 6(a)(2)(X) and (15Y) days above, will be paid in lump-sum and shall be made on the 60th day following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to ; the Executive payment of the pro-rata bonus pursuant to Section 2(c6(a)(2)(Z) above, shall above will be subject to any applicable accelerated or continuing vesting provisions set forth payable in the applicable Grant Instruments (as defined in the Equity Plan); andaccordance with 6(c) below. (4b) The Company shall make a lump-sum payment within sixty (60) days on the 60th day following the termination date equal to the COBRA premiums that the Executive would pay if the Executive he elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, his dependents for the eighteen (18)-month 12-month period following the termination datetermination, based on the COBRA rates in effect at the termination date. (c) The prorated Annual Bonus referenced in Section 6(a)(2)(Z) above, shall be determined by multiplying the full year Annual Bonus that would otherwise have been payable to the Executive, based upon the achievement of the applicable performance goals, as determined by the Board, by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year in which the termination date occurs and the denominator of which is 365. Such prorated Annual Bonus, if any, shall be paid at the same time as bonuses are paid to other employees of the Company, but not later than two and a half months after the end of the fiscal year in which the termination date occurs. (1) If the Executive’s employment is terminated without Cause or for Good Reason other than in connection with or during the 24 months following a Change in Control, then (A) any equity awards (other than the Staking Grant) that were granted more than 12 months before the Executive’s termination date will vest as of the termination date as follows: (i) all time-based awards will accelerate pro-rata based on the timing of termination; and (ii) all performance-based awards (if any) will vest pro-rata based on target performance through the date of the Executive’s termination; and (B) the Staking Grant shall vest pro-rata if and only if such termination occurs more than 6 months following the grant date of such award; for the avoidance of doubt, no acceleration shall occur for the Staking Grant if such termination occurs within 6 months of the grant date. [Other than with respect to the Staking Grant, which shall vest in accordance with subsection (B), no equity award that was granted within 12 months of the termination date shall be subject to accelerated vesting due to such termination.] (2) For any termination without Cause or resignation with Good Reason that occurs in connection with or during the 24 months following a Change in Control, (X) all time-based equity awards (including any Staking Grant that was awarded more than 6 months prior to the termination date) shall accelerate and become fully vested, and (Y) all performance-based equity awards shall accelerate and become vested based on actual performance as of the date of the applicable Change in Control. (e) The Company shall pay any other amounts earned, accrued and owing but not yet paid under Section 2(a) and/or 2(b), with respect to any completed fiscal year, above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“COBRA PaymentAccrued Obligations”), regardless of whether the Executive executes or revokes the Release.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (a) in the Executive from performing any duties and pay event that the Executive her Termination Date takes place on or before January 12, 2010, one (1) year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and one (1) year of Target Bonus (to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (b) in the event that the Termination Date takes place after January 12, 2010, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period of one year after termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay to Executive executes and does not timely revoke on the 60th day following the Termination Date a written Release (as defined below) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); two (2) The years of Base Salary and two (2) years of Target Bonus; (ii) if Executive elects to continue health coverage under COBRA, for a period up to one year after the termination, the Company will pay the Executive Executive’s premiums, in an amount (sufficient to maintain the “Severance Payment”) equal to one times the sum level of (A) the Executive’s Base Salary health benefits in effect on the date Executive’s last day of termination employment; and (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (Biii) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions Option will immediately vest as set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive event that the Termination Date takes place one (1) year from performing any duties and pay the Executive her Effective Date, one (1) year of Base Salary continuation (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) to be paid in accordance with the terms of Company’s normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: 60th day) and one (1) The year of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2(ii)) or (B) in the event that the Termination Date takes place two (2) years from the Effective Date, two (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2(ii)); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period of one year after termination, the Company will pay the or reimburse Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive’s execution of a single lump sum payment within sixty (60) days Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the termination dateTermination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (A) the Accrued Obligations; (B) any Annual Bonus (Company shall pay to Executive on the extent not already paid) that, had she remained employed, would otherwise have been paid to 60th day following the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) Termination Date a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs lump sum payment in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); two (2) The years of Base Salary and two (2) years of Target Bonus; (B) if Executive elects to continue health coverage under COBRA, for a period of one year after termination, the Company will pay the Executive Executive’s premiums, in an amount (sufficient to maintain the “Severance Payment”) equal to one times the sum level of (A) the Executive’s Base Salary health benefits in effect on the date Executive’s last day of termination employment; and (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (BC) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions Option will immediately vest as set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive from performing any duties and pay event that the Executive her Termination takes place on or before August 16, 2009, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes a lump sum equal to two years of Base Salary continuation and does not timely revoke a written Release (as defined below) in accordance with the terms two years of Target Bonus, such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment must be made within sixty (60) 60 days following the of such termination date, (A) the Accrued Obligationsof employment; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If the Executive’s employment at any time shall terminate without Cause upon thirty pursuant to Section 3(a)(iv), for Good Reason pursuant to Section 3(a)(v), then, provided that the Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h) (30a “Separation from Service”) days’ advance written notice; providedand contingent on the Executive’s compliance with Sections 5, however6 and 7 hereof (the “Restrictive Covenants”), in addition to any amounts payable under Section 3(c): (i) subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, the Company may relieve shall pay to the Executive from performing any duties and pay the Executive her Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance with the terms of such Release, the Executive shall be entitled an amount equal to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid payable to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which such termination occurred, assuming Executive had remained employed through the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus applicable payment date, multiplied by (yB) a fraction, the numerator of which shall be is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which the date of such termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)occurred; (2ii) The the Company will shall pay to the Executive an aggregate amount (the “Severance Payment”) equal to one and one-half (1.5) times the sum of (Ax) the Executive’s Annual Base Salary and (y) Target Bonus Amount, in each case, as in effect on the date Date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment Termination payable in a lump sum payment within sixty eighteen (6018) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination datesubstantially equal monthly installments; (3iii) All outstanding Equity Awards granted subject to the Executive’s timely election of, continued eligibility for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay directly, or reimburse the Executive for, the premium costs under COBRA for the Executive and, where applicable, his eligible spouse and dependents, for a period of eighteen (18) months following the Date of Termination under one of the Company’s group medical plans (with any direct payment by the Company or reimbursement to the Executive pursuant treated as income to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth the Executive); provided that in the applicable Grant Instruments (as defined event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 4(b)(iii) shall immediately cease. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 4(b)(iii) would result in the Equity Planimposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the Company shall discontinue the COBRA-related payments provided for in this Section 4(b)(iii); and (4iv) The Company shall make if such termination occurs in connection with or following a lump-sum payment within sixty (60) days following the termination date equal Change in Control, to the COBRA premiums that extent not already vested as of (or forfeited prior to) the Date of Termination, any remaining service-based vesting conditions of any Initial Grants or Annual Grants will be deemed satisfied upon such termination. Payments and benefits provided in this Section 4(b) shall be in lieu of any termination or severance payments or benefits for which the Executive would pay if may be eligible under any of the Executive elected continued health coverage plans, policies or programs of the Company or under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as Worker Adjustment Retraining Notification Act of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)1988 or any similar state statute or regulation.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive event that the Termination takes place one year from performing any duties and pay the Executive her Effective Date, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place two years from the Effective Date, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive may initiate elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a termination of employment by resigning for Good Reason. Upon termination by period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.8.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes and does not timely revoke a written Release lump sum equal to two years of Base Salary continuation (as defined below) to be paid in accordance with the terms Company’s normal payroll practices) and two years of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) the Accrued ObligationsTarget Bonus; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve (i) shall pay Executive (A) in the Executive event that the Termination takes place one year from performing any duties and pay the Executive her Effective Date, one year of Base Salary continuation (if any) to be paid in lieu of notice for all or part of such thirty (30)-day period in accordance with the Company’s discretion. The normal payroll practices), any unpaid amounts associated with Executives Discretionary Bonus and Target Bonus (Target Bonus to be paid at the end of the year within the time set forth in Section 1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place two years from the Effective Date, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive may initiate a following the taxable year in which the termination of employment by resigning occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason. Upon termination by a period up to one year after the termination, the Company without will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 1.7.3, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resignation by the Executive resigns for Good Reason, if (i) the Company shall pay Executive executes a lump sum equal to two years of Base Salary continuation and does not timely revoke a written Release (as defined below) in accordance with the terms two years of Target Bonus, such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment must be made within sixty (60) 60 days following the of such termination date, (A) the Accrued Obligationsof employment; (Bii) any Annual Bonus (if Executive elects to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued continue health coverage under the Company’s health plan Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period up to one year after the Executive and termination, the Company will pay Executive’s dependentspremiums, provided that in an amount sufficient to maintain the dependent was covered under the Company’s level of health plan as of the benefits in effect on Executive’s termination date, for last day of employment; and (iii) the eighteen (18)-month period following the termination date, based on the COBRA rates Option will immediately vest as set forth in effect at the termination date (the “COBRA Payment”)Section 1.5.

Termination Without Cause; Resignation for Good Reason. (i) The Company may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30as defined below). Further, Executive may resign at any time for Good Reason (as defined below). (ii) days’ advance written notice; provided, however, In the event Executive’s employment with the Company may relieve the Executive from performing any duties and pay the Executive her Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning for Good Reason. Upon termination is terminated by the Company without Cause Cause, or resignation by the Executive resigns for Good Reason, if the Executive executes and does not timely revoke then provided such termination constitutes a written Release “separation from service” (as defined below) 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 accordance compliance with the terms of such Releasethis Agreement and satisfies the requirements set forth in Section 4, the then Executive shall be entitled receive the following severance benefits: (a) Severance (the “Severance”) in an amount equal to receive, in lieu the sum of any payments under any severance plan or program for employees or executives, the following: (1) One (1) week of Base Salary for each month that Executive has been employed by the Company (rounding up for partial months), up to a maximum of thirty-nine (39) weeks of Base Salary; and (2) An amount equal to the product of the number of weeks of Severance Executive is to receive (not to exceed thirty-nine (39) weeks) multiplied by Executive’s Base Salary immediately prior to the separation date multiplied by Executive’s annual bonus percentage target as in effect immediately prior to the separation date. 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. (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 will 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 the number of weeks of Severance that Executive shall receive under Section 3.2(a)(1)(not to exceed thirty-nine (39) 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 COBRA premiums on Executive, ’s behalf would result in a single lump sum 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 such month, subject to applicable tax withholding, to be made without regard to Executive’s payment of COBRA premiums. (iii) If Executive’s termination without Cause or resignation for Good Reason occurs within sixty twelve (6012) days months following the termination dateclosing of a Corporate Transaction, (A) the Accrued Obligations; (B) any Annual Bonus (to the extent not already paid) that, had she remained employed, would otherwise have been paid to the Executive for any fiscal year then in lieu of the Company that was completed on or before the date of termination (the “Prior Year Bonus”benefits set forth in Section 3.2(ii)(a) and (Cb), Executive shall receive the following severance benefits: (a) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs Severance in an amount equal to the product sum of the following (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be subject to standard payroll deductions and withholdings, and payable in a lump-sum on the number 60th day following Executive’s Separation from Service): (1) Thirty-nine (39) weeks of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”);Base Salary; and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum product of (A) the thirty-nine multiplied by Executive’s Base Salary immediately prior to the separation date multiplied by Executive’s annual bonus percentage target as in effect on immediately prior to the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination separation date;. (3b) All outstanding Equity Awards granted to the If Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the timely elects continued coverage under COBRA premiums that the Executive would pay if the Executive elected continued health coverage for himself and his covered dependents under the Company’s group health plan for plans following such termination, then the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on Company shall pay the COBRA rates premiums necessary to continue Employee’s and his covered dependents’ health insurance coverage in effect at for himself on the termination date for nine (9) months, subject to the “COBRA Payment”terms and conditions set forth in Section 3.2(ii)(b). (c) The vesting of all of Executive’s equity interests in the Company (including the Option and RSA) shall be accelerated such that all equity interests shall be deemed vested and exercisable as of Executive’s last day of employment.

Termination Without Cause; Resignation for Good Reason. The Company may terminate Subject to Executive’s execution of a Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the Termination Date, in the case of a termination of Executive’s employment at any time without hereunder Without Cause upon thirty (30) days’ advance written notice; providedin accordance with Section 1.6.4 above, howeveror Executive’s resignation with Good Reason, the Company may relieve the (i) shall pay Executive from performing any duties and pay the Executive her two (2) years of Base Salary continuation (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) to be paid in accordance with the terms Company’s normal payroll practices commencing on the 60th day following the Termination Date, with a catch-up payment for payroll dates occurring between the Termination Date and such 60th day) and two (2) years of Target Bonus (to be paid at the end of each year within the time set forth in Section 1.4.2(ii)); such Releasepayments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for a period of one year after termination, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, and alternatively (and not in addition) to the payments described in the prior portion of this section, subject to Executive’s execution of a single lump sum payment within sixty (60) days Release in accordance with Section 1.7.3 which becomes effective in accordance with its terms on or before the 60th day following the termination dateTermination Date, in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (A) the Accrued Obligations; (B) any Annual Bonus (Company shall pay to Executive on the extent not already paid) that, had she remained employed, would otherwise have been paid to 60th day following the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (C) Termination Date a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs lump sum payment in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); two (2) The years of Base Salary and two (2) years of Target Bonus; (B) if Executive elects to continue health coverage under COBRA, for a period of one year after termination, the Company will pay the Executive Executive’s premiums, in an amount (sufficient to maintain the “Severance Payment”) equal to one times the sum level of (A) the Executive’s Base Salary health benefits in effect on the date Executive’s last day of termination employment; and (without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (BC) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions Option will immediately vest as set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”)Section 1.5.