Common use of Termination without Cause; Resignation with Good Reason Clause in Contracts

Termination without Cause; Resignation with Good Reason. In the event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause) or Section 6.1(v) (Resignation with Good Reason), conditioned upon and subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year. (ii) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination of Executive’s employment and the denominator of which is 365 (the “Pro-Rated Bonus”), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. If the Board has not established the Performance Goals as of the date of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunder.

Termination without Cause; Resignation with Good Reason. In If the event of termination of Executive’s employment pursuant to Section 6.1(iv) (Termination is terminated by the Company without Cause) Cause or Section 6.1(v) (Resignation by the Executive upon a resignation with Good Reason), conditioned upon the Executive shall be entitled to receive, and subject to the Company shall pay or provide the Executive, the Accrued Obligations and, in consideration of the Executive’s compliance release and waiver of claims in accordance with Section 9(f), the restrictive covenants under Article 8 compensation and the Executive executing benefits described in Section 9(a)(i), (ii), (iii) and delivering a valid general release (that is no longer subject to revocation under applicable lawiv) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employmentbelow: (i) A single cash payment equal to the sum of (x) one times the Executive shall be entitled to receive his annual Base Salary and reimbursement on the date his employment terminates, plus (y) one times the average annual cash bonuses paid to the Executive for the prior two fiscal years of Expenses the Company, plus (z) one times the average amount granted under the Equity Plan Participation to the Executive for periods through the effective date prior two fiscal years of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year.the Company; (ii) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary A single cash payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1x) Executive’s the Annual Bonus earned by the Executive for the fiscal year of termination based on actual results for the full fiscal year Company ended immediately before the Date of Termination and (2y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the fiscal year up to and including that includes the date Date of termination of Executive’s employment Termination and the denominator of which is 365 365; (iii) If the Executive is entitled to elect continuation of coverage under the Company’s group health plan pursuant to applicable law (including but not limited to COBRA and/or applicable employment standards legislation), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for twelve (12) months, or until, if earlier, the date the Executive obtains group health plan coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive under the Code, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “ProCode”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-Rated Bonus”)kind payments of those benefits, payable when annual bonuses in respect and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the year of termination are generally paid to senior executives Code, the provision of the Company. If in-kind benefits during one calendar year shall not affect the Board has not established in-kind benefits to be provided in any other calendar year; and (iv) All outstanding awards granted to the Performance Goals as Executive under the Plan (including restricted stock units, options and other awards) shall become fully vested and, in the case of options, exercisable in whole or in part, notwithstanding the terms of the date Plan relating to the vesting of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderawards.

Termination without Cause; Resignation with Good Reason. In If the event of termination of Executive’s employment pursuant to Section 6.1(iv) (Termination is terminated by the Company without Cause) Cause or Section 6.1(v) (Resignation by the Executive upon a resignation with Good Reason), conditioned upon the Executive shall be entitled to receive, and subject to the Company shall pay or provide the Executive, the Accrued Obligations and, in consideration of the Executive’s compliance release and waiver of claims in accordance with Section 9(f), the restrictive covenants under Article 8 compensation and the Executive executing benefits described in Section 9(a)(i), (ii), (iii) and delivering a valid general release (that is no longer subject to revocation under applicable lawiv) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employmentbelow: (i) Executive shall be entitled A single cash payment equal to receive his the Executive’s annual Base Salary and reimbursement of Expenses for periods through as in effect on the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal yearemployment terminates. (ii) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary A single cash payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1x) Executive’s the Annual Bonus earned by the Executive for the fiscal year of termination based on actual results for the full fiscal year Company ended immediately before the Date of Termination and (2y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the fiscal year up to and including that includes the date Date of termination of Executive’s employment Termination and the denominator of which is 365 365. (iii) If the Executive is entitled to elect continuation of coverage under the Company’s group health plan pursuant to applicable law (including but not limited to COBRA and/or applicable employment standards legislation), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for twelve (12) months, or until, if earlier, the date the Executive obtains group health plan coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive under the Code, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “ProCode”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-Rated Bonus”)kind payments of those benefits, payable when annual bonuses in respect and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the year of termination are generally paid to senior executives Code, the provision of the Company. If in-kind benefits during one calendar year shall not affect the Board has not established in-kind benefits to be provided in any other calendar year; and (iv) All outstanding awards granted to the Performance Goals as Executive under the Plan (including restricted stock units, options and other awards) shall become fully vested and, in the case of options, exercisable in whole or in part, notwithstanding the terms of the date Plan relating to the vesting of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderawards.

Termination without Cause; Resignation with Good Reason. In If, during the event of termination of Employment Period, the Company terminates the Executive’s employment pursuant to Section 6.1(iv) (Termination without Cause) Cause or Section 6.1(v) (Resignation the Executive resigns employment with Good Reason), conditioned upon and then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form provisions of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment:Section 12 below): (i) Executive An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal yeara cash lump sum within 30 days following the Date of Termination. (ii) Without derogation Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the product of any other rights (A) 1.5 multiplied by (B) the sum of (1) the Executive’s Base Salary in effect immediately prior to such termination of employment and claims (2) the Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which such termination of employment occurs (the “Bonus Severance Amount”) (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus in effect immediately prior to the consummation of such Change in Control (the “Target Bonus Severance Amount”)), which amount shall be paid to the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over during the twenty18-four month period following the effective date Date of his termination, Termination (the “Severance Period”) in accordance with the Company’s usual regular payroll practices for the executive salary officers of the Company, with the first payment practice to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and subject unpaid installments from the Date of Termination to all withholding obligationsbe paid on the payroll date on which the first installment is paid). (iii) Executive Subject to Section 5(e) and his eligible dependants shall continue the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to be eligible to participate in all of equal the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier product of (A) the expiration amount of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Annual Bonus for such fiscal year determined by the Compensation Committee based on the Company’s actual performance for such fiscal year in which Executive’s (or, if such termination of employment occursoccurs during the two-year period following a Change in Control, equal to then the product of Target Annual Bonus), multiplied by (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2B) a fraction, the numerator of which is the number of days during that have elapsed through the Date of Termination in the fiscal year up to and including of the date Company in which the Date of termination of Executive’s employment Termination occurs, and the denominator of which is 365 the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder). (iv) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 18 months following the Date of Termination (such payment, the “Pro-Rated BonusPremium Payment”), payable when annual bonuses which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination. (v) To the extent not theretofore paid or provided, timely pay or provide, in respect accordance with the terms of the year of termination are generally applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to senior executives receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”). Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company. If , the Board has not established Date of Termination occurs during the Performance Goals as of six-month period immediately preceding the date of terminationon which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, but Performance Goals are ultimately approved and it is reasonably demonstrated by the Board Executive that would apply to other senior level executive employees for such termination of employment was initiated by the period prior to terminationacquiror or merger partner in connection with the Change in Control, then such goals shall apply for purposes of determining this Section 5(a), the Pro-Rated Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount, if any, above the Bonus hereunderSeverance Amount that would have been payable as the Target Bonus Severance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Bonus Severance Amount is paid during such period.

Termination without Cause; Resignation with Good Reason. In the event of termination of employment pursuant If, prior to Section 6.1(iv) (Termination without Cause) or Section 6.1(v) (Resignation with Good Reason), conditioned upon and subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year. (ii) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following Term, the effective date of his termination Company terminates the Employee’s employment without Cause, or (B) the date Employee resigns with Good Reason, the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive Employee shall only be entitled to a Bonus for payment of the year in which ExecutiveEmployee’s termination of employment occurs, equal to the product of (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2) a fraction, the numerator of which is the number of days during the fiscal year up to earned but unpaid Base Salary through and including the date of termination and the Other Accrued Compensation and Benefits and, subject to Section 4(d), shall be entitled to receive the Severance Benefits. For purposes of Executivethis Agreement, “Severance Benefits” mean: (i) Base Salary (at the rate in effect on the date the Employee’s employment and is terminated), payable in substantially equal monthly installments over a period of six (6) months following the denominator Company’s termination of which is 365 the Employee’s employment without Cause or the Employee’s resignation with Good Reason (the “Pro-Rated BonusSeverance Period”); (ii) The Company shall reimburse the Employee, payable when annual bonuses on a monthly basis, in respect arrears, for the premium cost of COBRA continuation coverage under the Company’s group medical insurance plan during the Severance Period (only to the extent of the employer portion of the premium cost for similarly situated active employees in the Company’s group medical insurance plan) until the earlier of (x) the date the Employee becomes eligible for group medical insurance coverage as the result of the Employee accepting another position with a new employer or (y) the termination of the Severance Period, whichever shall occur first; provided, that the Employee agrees to notify the Company by registered mail, return receipt requested, within five (5) business days of becoming eligible for group medical insurance coverage as the result of his accepting another position with a new employer. The Employee shall be solely responsible for the remainder of the premium cost of COBRA continuation coverage; and (iii) Any bonus otherwise payable for the fiscal year during which the Employee’s employment is terminated pursuant to this Section 4(c), prorated based upon the number of termination are generally paid days elapsed from the beginning of that fiscal year relative to senior executives the number of days in the full fiscal year. Such bonus will be payable on the earlier of (1) March 31 following the end of the fiscal year upon which such bonus was calculated and (2) the date two weeks after the completion of the Company. If the Board has not established the Performance Goals as of the date of termination’s audited financial statements for such fiscal year; provided, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period in no event shall such bonus be paid earlier than thirty (30) days prior to termination, then the March 31 date described herein. Such bonus will be subject to downward adjustment if the asset value upon which the bonus was calculated is greater than the asset value reflected in the Company’s audited financial statements for such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderfiscal year.

Termination without Cause; Resignation with Good Reason. In If, during the event of termination of Employment Period, the Company terminates the Executive’s employment pursuant to Section 6.1(iv) (Termination without Cause) Cause or Section 6.1(v) (Resignation the Executive resigns employment with Good Reason), conditioned upon and then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form provisions of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment:Section 12 below): (i) Executive An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal yeara cash lump sum within 30 days following the Date of Termination. (ii) Without derogation Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the Executive’s Base Salary in effect immediately prior to such termination of any other rights and claims which employment (the Executive may have hereunder“Severance Amount”), Executive shall be entitled to severance compensation and, solely if such termination of employment occurs during the two-year period following a Change in Control, an amount equal to 200% the Executive’s Target Annual Bonus in effect immediately prior to the consummation of Base Salarysuch Change in Control (the “Target Bonus Severance Amount”)), payable which amounts shall be paid to the Executive in equal monthly installments over during the twenty12-four month period following the effective date Date of his termination, Termination (the “Severance Period”) in accordance with the Company’s usual regular payroll practices for the executive salary officers of the Company, with the first payment practice to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and subject unpaid installments from the Date of Termination to all withholding obligationsbe paid on the payroll date on which the first installment is paid). (iii) Executive Subject to Section 5(e) and his eligible dependants shall continue the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to be eligible to participate in all of equal the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier product of (A) the expiration amount of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Annual Bonus for such fiscal year determined by the Compensation Committee based on the Company’s actual performance for such fiscal year in which Executive’s (or, if such termination of employment occursoccurs during the two-year period following a Change in Control, equal to then the product of Target Annual Bonus), multiplied by (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2B) a fraction, the numerator of which is the number of days during that have elapsed through the Date of Termination in the fiscal year up to and including of the date Company in which the Date of termination of Executive’s employment Termination occurs, and the denominator of which is 365 the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder). (iv) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 12 months following the Date of Termination (such payment, the “Pro-Rated BonusPremium Payment”), payable when annual bonuses which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination. (v) To the extent not theretofore paid or provided, timely pay or provide, in respect accordance with the terms of the year of termination are generally applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to senior executives receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”). Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company. If , the Board has not established Date of Termination occurs during the Performance Goals as of six-month period immediately preceding the date of terminationon which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, but Performance Goals are ultimately approved and it is reasonably demonstrated by the Board Executive that would apply to other senior level executive employees for such termination of employment was initiated by the period prior to terminationacquiror or merger partner in connection with the Change in Control, then such goals shall apply for purposes of determining this Section 5(a), the Pro-Rated Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount that would have been payable as the Target Bonus hereunderSeverance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Severance Amount is paid during such period.

Termination without Cause; Resignation with Good Reason. In If, during the event of termination of Employment Period, the Company terminates the Executive’s employment pursuant to Section 6.1(iv) (Termination without Cause) Cause or Section 6.1(v) (Resignation the Executive resigns employment with Good Reason), conditioned upon and then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form provisions of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment:Section 12 below): (i) Executive An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal yeara cash lump sum within 30 days following the Date of Termination. (ii) Without derogation Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the product of any other rights (A) 2.0 (or, if such termination of employment occurs during the two-year period following a Change in Control, then 2.5) multiplied by (B) the sum of (1) the Executive’s Base Salary in effect immediately prior to such termination of employment and claims (2) the Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which such termination of employment occurs (the “Bonus Severance Amount”) (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus in effect immediately prior to the consummation of such Change in Control (the “Target Bonus Severance Amount”)), which amount shall be paid to the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over during the twenty24-four month period (or, if such termination of employment occurs during the two-year period beginning on and following a Change in Control, then the 30-month period) following the effective date Date of his termination, Termination (the “Severance Period”) in accordance with the Company’s usual regular payroll practices for the executive salary officers of the Company, with the first payment practice to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and subject unpaid installments from the Date of Termination to all withholding obligationsbe paid on the payroll date on which the first installment is paid). (iii) Executive Subject to Section 5(e) and his eligible dependants shall continue the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to be eligible to participate in all of equal the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier product of (A) the expiration amount of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Annual Bonus for such fiscal year determined by the Compensation Committee based on the Company’s actual performance for such fiscal year in which Executive’s (or, if such termination of employment occursoccurs during the two-year period following a Change in Control, equal to then the product of Target Annual Bonus), multiplied by (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2B) a fraction, the numerator of which is the number of days during that have elapsed through the Date of Termination in the fiscal year up to and including of the date Company in which the Date of termination of Executive’s employment Termination occurs, and the denominator of which is 365 the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder). (iv) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 24 months following the Date of Termination (such payment, the “Pro-Rated BonusPremium Payment”), payable when annual bonuses which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination. (v) To the extent not theretofore paid or provided, timely pay or provide, in respect accordance with the terms of the year of termination are generally applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to senior executives receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”). Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company. If , the Board has not established Date of Termination occurs during the Performance Goals as of six-month period immediately preceding the date of terminationon which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, but Performance Goals are ultimately approved and it is reasonably demonstrated by the Board Executive that would apply to other senior level executive employees for such termination of employment was initiated by the period prior to terminationacquiror or merger partner in connection with the Change in Control, then such goals shall apply for purposes of determining this Section 5(a), the Pro-Rated Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount, if any, above the Bonus hereunderSeverance Amount that would have been payable as the Target Bonus Severance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Bonus Severance Amount is paid during such period.

Termination without Cause; Resignation with Good Reason. In Notwithstanding the foregoing, in the event of termination of that your employment pursuant is terminated by the Company without Cause (other than due to Section 6.1(iv) (Termination without Causedeath or Disability) or Section 6.1(v) (Resignation by you with Good Reason, or upon the expiration of any Renewal Term in connection with a timely Non-Renewal by the Company, which shall be deemed a termination by the Company without Cause, you will be entitled the following benefits in addition to the Accrued Entitlements: (i) A cash severance amount equal to the sum of (x) your Base Salary plus (y) the amount of your Annual Bonus for the year prior to the year of termination (or the Target Bonus if such termination occurs during the 2013 fiscal year), conditioned upon and subject which amount shall be paid to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) you in a form substantially equal installments consistent with the Company’s standard form of general release for departing executives in payroll practices during the form of Exhibit A attached hereto twelve (12) month period immediately following such termination (the “General ReleaseSeverance Period”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year). (ii) Without derogation Continuation of any health and dental insurance benefits under the terms of the applicable Company benefit plans during the Severance Period, subject to the Company’s continuing to provide such insurance benefits for its employees and to your payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon your becoming eligible for comparable coverage under another employer’s benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under the recently enacted healthcare reform law (the Patient Protection and Affordable Care Act) or other rights and claims which applicable law, the Executive Company may have hereunder, Executive shall be entitled to severance compensation alternatively provide you with a cash payment in an amount equal to 200% the applicable COBRA premium that you would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of Base Salary, payable in equal monthly installments over such benefits to the twenty-four month period following same extent that active employees of the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject Company are required to all withholding obligationspay for such benefits from time to time). (iii) Executive Accelerated vesting of Options and his eligible dependants RSUs granted prior to the date of termination that would have vested over the one-year period following such termination. All vested Options shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twentyremain exercisable for a 90-four month day period following the effective date of his termination or (B) such longer period as provided by the date applicable benefit plan provided that the Executive is term of such exercise period shall be tolled for any black-out or becomes eligible for comparable coverage under healthlock-up periods imposed by an underwriter, life and disability plans of another employerthe Board or applicable law. (iv) Executive shall be entitled Pro-rata vesting of PSUs with respect to a Bonus for that portion of the year in which Executive’s termination of employment occurs, equal PSUs performance period that has elapsed prior to the product date of (1) Executive’s Bonus for termination, determined by multiplying the year number of termination based on actual results for the full fiscal year and (2) shares issuable under each PSU by a fraction, the numerator of which is the number of days during worked by you in the fiscal year up to and including the date of termination of ExecutivePSU’s employment performance period and the denominator of which is 365 (1,095 in order to determine a target number of shares issuable under each PSU, with the “Pro-Rated Bonus”), payable when annual bonuses in respect actual number of shares to be issued pursuant to such PSUs to be determined based on actual Company performance through the end of the year PSUs’ performance period within which you terminate employment. For the avoidance of termination are generally paid doubt, in no event shall you be entitled to senior executives any of the Company. If severance benefits set forth in this Section 9(a) upon a termination upon the Board has not established the Performance Goals as expiration of the date Term in connection with a timely Non-Renewal by you, which shall be deemed a voluntary termination by you without Good Reason and you shall be entitled solely to the Accrued Entitlements. In the event that your employment terminates upon the expiration of termination, but Performance Goals are ultimately approved the Term in connection with a timely Non-Renewal by the Board that would apply Company, which shall be deemed a termination by the Company without Cause, you shall be entitled to other senior level executive employees for all of the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderseverance benefits set forth in this Section 9(a).

Termination without Cause; Resignation with Good Reason. In Notwithstanding the foregoing, in the event of termination of that your employment pursuant is terminated by the Company without Cause (other than due to Section 6.1(iv) (Termination without Causedeath or Disability) or Section 6.1(v) (Resignation by you with Good Reason, or upon the expiration of the Term in connection with a timely Non-Renewal by the Company, which shall be deemed a termination by the Company without Cause, you will be entitled the following benefits in addition to the Accrued Entitlements: (i) A cash severance amount equal to the sum of (x) your Base Salary plus (y) the amount of your Annual Bonus for the year prior to the year of termination (or the Target Bonus if such termination occurs during the 2013 fiscal year), conditioned upon and subject which amount shall be paid to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) you in a form substantially equal installments consistent with the Company’s standard form of general release for departing executives in payroll practices during the form of Exhibit A attached hereto twelve (12) month period immediately following such termination (the “General ReleaseSeverance Period”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year). (ii) Without derogation Continuation of any health and dental insurance benefits under the terms of the applicable Company benefit plans during the Severance Period, subject to the Company’s continuing to provide such insurance benefits for its employees and to your payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon your becoming eligible for comparable coverage under another employer’s benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under the recently enacted healthcare reform law (the Patient Protection and Affordable Care Act) or other rights and claims which applicable law, the Executive Company may have hereunder, Executive shall be entitled to severance compensation alternatively provide you with a cash payment in an amount equal to 200% the applicable COBRA premium that you would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of Base Salary, payable in equal monthly installments over such benefits to the twenty-four month period following same extent that active employees of the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject Company are required to all withholding obligationspay for such benefits from time to time). (iii) Executive Accelerated vesting of Options and his eligible dependants RSUs granted prior to the date of termination that would have vested over the one-year period following such termination. All vested Options shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twentyremain exercisable for a 90-four month day period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employertermination. (iv) Executive shall be entitled Pro-rata vesting of PSUs with respect to a Bonus for that portion of the year in which Executive’s termination of employment occurs, equal PSUs performance period that has elapsed prior to the product date of (1) Executive’s Bonus for termination, determined by multiplying the year number of termination based on actual results for the full fiscal year and (2) shares issuable under each PSU by a fraction, the numerator of which is the number of days during worked by you in the fiscal year up to and including the date of termination of ExecutivePSU’s employment performance period and the denominator of which is 365 (1.095 in order to determine a target number of shares issuable under each PSU, with the “Pro-Rated Bonus”), payable when annual bonuses in respect actual number of shares to be issued pursuant to such PSUs to be determined based on actual Company performance through the end of the year PSUs performance period within which you terminate employment. For the avoidance of termination are generally paid doubt, in no event shall you be entitled to senior executives any of the Company. If severance benefits set forth in this Section 9(a) upon a termination upon the Board has not established the Performance Goals as expiration of the date Term in connection with a timely Non-Renewal by you, which shall be deemed a voluntary termination by you without Good Reason. In the event that your employment terminates upon the expiration of terminationthe Term in connection with a timely Non-Renewal by you at any time, but Performance Goals are ultimately approved by you shall be entitled solely to the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderAccrued Entitlements.

Termination without Cause; Resignation with Good Reason. In Notwithstanding the foregoing, in the event of termination of that your employment pursuant is terminated by the Company without Cause (other than due to Section 6.1(iv) (Termination without Causedeath or Disability) or Section 6.1(v) (Resignation by you with Good Reason), conditioned or upon and subject the expiration of any Renewal Term in connection with a timely Non-Renewal by the Company, which shall be deemed a termination by the Company without Cause, you will be entitled the following benefits in addition to the Executive’s compliance with Accrued Entitlements: (i) A cash severance amount equal to the restrictive covenants under Article 8 and sum of (x) your Base Salary plus (y) the Executive executing and delivering a valid general release (that is no longer subject amount of your Annual Bonus for the year prior to revocation under applicable law) the year of termination, which amount shall be paid to you in a form substantially equal installments consistent with the Company’s standard form of general release for departing executives in payroll practices during the form of Exhibit A attached hereto twelve (12) month period immediately following such termination (the “General ReleaseSeverance Period”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year). (ii) Without derogation Continuation of any health and dental insurance benefits under the terms of the applicable Company benefit plans during the Severance Period, subject to the Company’s continuing to provide such insurance benefits for its employees and to your payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon your becoming eligible for comparable coverage under another employer’s benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under the recently enacted healthcare reform law (the Patient Protection and Affordable Care Act) or other rights and claims which applicable law, the Executive Company may have hereunder, Executive shall be entitled to severance compensation alternatively provide you with a cash payment in an amount equal to 200% the applicable COBRA premium that you would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of Base Salary, payable in equal monthly installments over such benefits to the twenty-four month period following same extent that active employees of the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject Company are required to all withholding obligationspay for such benefits from time to time). (iii) Executive Accelerated vesting of Options and his eligible dependants RSUs granted prior to the date of termination that would have vested over the one-year period following such termination. All vested Options shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twentyremain exercisable for a 90-four month day period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employertermination. (iv) Executive For the avoidance of doubt, in no event shall you be entitled to any of the severance benefits set forth in this Section 9(a) upon a termination upon the expiration of the Initial Term in connection with a timely Non-Renewal by the Company, which shall be deemed a voluntary termination by you without Good Reason. In the event that your employment terminates upon the expiration of the Term in connection with a timely Non-Renewal by the Company as of the end of the Initial Term or a timely Non-Renewal by you at any time, you shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal solely to the product of (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination of Executive’s employment and the denominator of which is 365 (the “Pro-Rated Bonus”), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. If the Board has not established the Performance Goals as of the date of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderAccrued Entitlements.

Termination without Cause; Resignation with Good Reason. (i) In the event of termination of employment pursuant to (a) Section 6.1(iv) (Termination without Cause), (b) or Section 6.1(v) (Resignation with Good Reason), or (c) upon the failure of the buyer upon a Change in Control to assume this Agreement, then conditioned upon and subject to the Executive’s 's compliance with the restrictive covenants under Vice Presidents, Regional Directors, Directors & Officers Non-Solicitation, Non-Competition and Confidentiality Agreement (the “NDA”) described in Article 8 8, and the Executive executing and delivering a valid separation agreement that contains a general release (“General Release”) (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s 's standard form of separation agreement and general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s 's termination of employment: (iii) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year. Such Bonus shall be paid as set forth in Section 5.2(ii). (iiiii) Without derogation In the event of any other rights termination of employment pursuant to (a) Section 6.1(iv) (Termination without Cause) or (b) Section 6.1(v) (Resignation with Good Reason), Executive shall be entitled to severance compensation in an amount equal to 100% of his Base Salary, payable in equal monthly installments over the twelve-month period following the effective date of his termination, in accordance with the Company's usual executive salary payment practice and claims which subject to all withholding obligations. Notwithstanding the Executive may have hereunderabove, if the termination of employment occurs following a Change of Control and is a Resignation with Good Reason, Executive shall be entitled to severance compensation in an amount equal to 200% of his Base Salary, payable in equal monthly installments over the twenty-four four-month period following the effective date of his termination, in accordance with the Company’s 's usual executive salary payment practice and subject to all withholding obligations. However, should Executive commence employment with another employer after the effective date of his termination, Executive’s right to severance compensation shall end as of the later of: (a) his commencing such other employment or (b) one year after the effective date of his termination with the Company. (iiiiv) Upon the failure of the buyer upon a Change in Control to assume this Agreement, Executive shall be entitled to severance compensation in an amount equal to 200% of his Base Salary, payable in equal monthly installments over the twenty-four-month period following the effective date of his termination, in accordance with the Company's usual executive salary payment practice and subject to all withholding obligations. However, should Executive commence employment with another employer after the effective date of his termination, Executive’s right to severance compensation shall end as of the later of: (a) his commencing such other employment or (b) one year after the effective date of his termination with the Company. (v) Provided that Executive elects continued coverage of health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the cost of continued coverage of health benefits for Executive and his eligible dependants shall continue dependents at the same contribution rate applicable to be eligible to participate in all him as of the Company’s group health, life, and disability plans on the same terms and conditions as active employees effective date of the Company his termination until the earlier of (Aa) the expiration of the twenty-four twelve month period following the effective date of his termination or (Bb) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans a plan of another employer. (ivvi) Executive shall be entitled to a Bonus for the year in which Executive’s 's termination of employment occurs, equal to the product of (1a) Executive’s 's Bonus for the year of termination based on actual results for the full fiscal year and (2b) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination of Executive’s 's employment and the denominator of which is 365 (the “"Pro-Rated Bonus”"), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. If the Board has not established the Performance Goals as of the date of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Such Pro-Rated Rata Bonus hereundershall be paid as set forth in Section 5.2(ii).

Termination without Cause; Resignation with Good Reason. (i) In the event of termination of employment pursuant to (a) Section 6.1(iv) (Termination without Cause), (b) or Section 6.1(v) (Resignation with Good Reason), or (c) upon the failure of the buyer upon a Change in Control to assume this Agreement, then conditioned upon and subject to the Executive’s 's compliance with the restrictive covenants under Vice Presidents, Regional Directors, Directors & Officers Non-Solicitation, Non-Competition and Confidentiality Agreement (the “NDA”) described in Article 8 8, and the Executive executing and delivering a valid separation agreement that contains a general release (“General Release”) (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s 's standard form of separation agreement and general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s 's termination of employment: (iii) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year. Such Bonus shall be paid as set forth in Section 5.2(ii). (iiiii) Without derogation In the event of any other rights termination of employment pursuant to (a) Section 6.1(iv) (Termination without Cause) or (b) Section 6.1(v) (Resignation with Good Reason), Executive shall be entitled to severance compensation in an amount equal to 100% of his Base Salary, payable in equal monthly installments over the twelve-month period following the effective date of his termination, in accordance with the Company's usual executive salary payment practice and claims which subject to all withholding obligations. Notwithstanding the Executive may have hereunderabove, if the termination of employment occurs following a Change in Control and is a Termination without Cause or a Resignation with Good Reason, Executive shall be entitled to severance compensation in an amount equal to 200% of his Base Salary, payable in equal monthly installments over the twenty-four four-month period following the effective date of his termination, in accordance with the Company’s 's usual executive salary payment practice and subject to all withholding obligations. However, should Executive commence employment with another employer after the effective date of his termination, Executive’s right to severance compensation shall end as of the later of: (a) his commencing such other employment or (b) one year after the effective date of his termination with the Company. (iiiiv) Upon the failure of the buyer upon a Change in Control to assume this Agreement, Executive shall be entitled to severance compensation in an amount equal to 200% of his Base Salary, payable in equal monthly installments over the twenty-four-month period following the effective date of his termination, in accordance with the Company's usual executive salary payment practice and subject to all withholding obligations. However, should Executive commence employment with another employer after the effective date of his termination, Executive’s right to severance compensation shall end as of the later of: (a) his commencing such other employment or (b) one year after the effective date of his termination with the Company. (v) Provided that Executive elects continued coverage of health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the cost of continued coverage of health benefits for Executive and his eligible dependants shall continue dependents at the same contribution rate applicable to be eligible to participate in all him as of the Company’s group health, life, and disability plans on the same terms and conditions as active employees effective date of the Company his termination until the earlier of (Aa) the expiration of the twenty-four twelve month period following the effective date of his termination or (Bb) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans a plan of another employer. (ivvi) Executive shall be entitled to a Bonus for the year in which Executive’s 's termination of employment occurs, equal to the product of (1a) Executive’s 's Bonus for the year of termination based on actual results for the full fiscal year and (2b) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination of Executive’s 's employment and the denominator of which is 365 (the “"Pro-Rated Bonus”"), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. If the Board has not established the Performance Goals as of the date of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Such Pro-Rated Rata Bonus hereundershall be paid as set forth in Section 5.2(ii).

Termination without Cause; Resignation with Good Reason. In the event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause) or Section 6.1(v) (Resignation with Good Reason), conditioned upon and subject to If the Executive’s compliance 's employment with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that Company is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided terminated by the Company (other than for Cause, Disability or Death) or if the Executive terminates employment for Good Reason during the Term, then the Executive shall be entitled to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employmentbenefits: (i) the Company shall pay to the Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through in equal semi-monthly installments in cash beginning within 30 days after the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year.an employment termination (the "DATE OF TERMINATION") the aggregate of the following amounts: (ii1) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier sum of (A) the expiration Executive's base salary through the Date of the twenty-four month period following the effective date of his termination or Termination, (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1x) Executive’s Bonus the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year or the annual bonus amount contained in an offer of termination based on actual results for employment if the full Executive was not employed by the Company in the most recently completed fiscal year and (2y) a fraction, the numerator of which is the number of days during in the current fiscal year up to and including through the date Date of termination of Executive’s employment Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the “Pro-Rated Bonus”sum of the amounts described in clauses (A), payable when (B), and (C) shall be hereinafter referred to as the "ACCRUED OBLIGATIONS"); and (2) an amount equal to the greater of (a) the Executive's annual bonuses base salary during the twelve month period prior to the Date of Termination, or (b) the product of twelve (12) times the Executive's monthly salary in respect effect immediately before the Date of Termination. (ii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the year appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable benefit plan or program (including, without limitation, any insurance, medical, health and accident or disability plan and any vacation program or policy) (a "BENEFIT PLAN") in effect on the Date of termination are Termination, or, if more favorable to the Executive and [his/her] family, in effect generally paid at any time thereafter with respect to senior other peer executives of the Company and its affiliated companies; PROVIDED, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and [his/her] family as those being provided by the Company. If , then the Board has Company shall no longer be required to provide those particular benefits to the Executive and [his/her] family; (iii) to the extent not established previously paid or provided, the Performance Goals as Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the date of termination, but Performance Goals are ultimately approved by Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply "OTHER BENEFITS"); and (iv) for purposes of (i) determining eligibility (but not the Pro-Rated Bonus hereundertime of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled and (ii) determining vesting OR EXERCISING under stock options or awards granted to the Executive prior to the Date of Termination under the Company's employee stock option plans, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination without Cause; Resignation with Good Reason. In Notwithstanding the foregoing, in the event of termination of that: (i) during the Term your employment pursuant is terminated by the Company Without Cause (other than due to Section 6.1(iv) (Termination without Causedeath or Disability) or Section 6.1(v) (Resignation by you with Good Reason; (ii) the Company declares a Non-Renewal; or (iii) the Company does not offer to renew this Agreement for a term of not less than one year on substantially equivalent terms and the parties do not enter into a renewed Agreement, you will be entitled the following benefits in addition to the Accrued Entitlements: (i) A cash severance amount of Two Million Dollars (“$2,000,000”), conditioned upon and subject which amount shall be paid to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) you in a form substantially equal installments consistent with the Company’s standard form of general release for departing executives in payroll practices during the form of Exhibit A attached hereto twelve (12) month period immediately following such termination (the “General ReleaseSeverance Period”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year). (ii) Without derogation Continuation during the Severance Period of any health and dental insurance benefits under the terms of the benefit plans in which you were participating immediately prior to your termination, subject to such insurance benefits continuing to be provided generally for the employees of the sponsor of such plans and to your payment of the cost of any such benefits to the same extent that active employees are required to pay for such benefits under the applicable plans from time to time; provided, however, that such continuation coverage shall end earlier upon your becoming eligible for comparable coverage under another employer’s benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under the recently enacted healthcare reform law (the Patient Protection and Affordable Care Act) or other rights and claims which applicable law, the Executive Company may have hereunder, Executive shall be entitled to severance compensation alternatively provide you with a cash payment in an amount equal to 200% the applicable COBRA premium that you would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of Base Salary, payable in equal monthly installments over such benefits to the twenty-four month period following same extent that active employees of the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject Company are required to all withholding obligationspay for such benefits from time to time). (iii) Executive and his eligible dependants shall continue Accelerated vesting of all outstanding unvested equity awards granted under Section 5 prior to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination that would have vested in the ordinary course over the one (1) year period following such termination. For avoidance of Executive’s doubt, if: (i) during the Term your employment is terminated by the Company for Cause or by you without Good Reason; (ii) you declare a Non-Renewal; or (iii) the Company offers to renew this Agreement for a term of not less than one year on substantially equivalent terms and you do not enter into a renewed Agreement, you will only be entitled to the denominator of which is 365 (the “Pro-Rated Bonus”Accrued Entitlements and there will be no additional amounts paid to you under Section 9(a), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. If the Board has not established the Performance Goals as of the date of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunder9(b) or 9(c).

Termination without Cause; Resignation with Good Reason. (i) In the event of termination of employment pursuant to (a) Section 6.1(iv) (Termination without Cause), (b) or Section 6.1(v) (Resignation with Good Reason), or (c) upon the failure of the buyer upon a Change in Control to assume this Agreement, then conditioned upon and subject to the Executive’s 's compliance with the restrictive covenants under Vice Presidents, Regional Directors, Directors & Officers Non-Solicitation, Non-Competition and Confidentiality Agreement (the “NDA”) described in Article 8 8, and the Executive executing and delivering a valid separation agreement that contains a general release (“General Release”) (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s 's standard form of separation agreement and general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s 's termination of employment: (iii) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year. Such Bonus shall be paid as set forth in Section 5.2(ii). (iiiii) Without derogation In the event of any other rights and claims which the Executive may have hereundertermination of employment pursuant to (a) Section 6.1(iv) (Termination without Cause) or (b) Section 6.1(v) (Resignation with Good Reason), Executive shall be entitled to severance compensation in an amount equal to 200% of his Base Salary, payable in equal monthly installments over the twenty-four four-month period following the effective date of his termination, in accordance with the Company’s 's usual executive salary payment practice and subject to all withholding obligations. (iiiiv) Upon the failure of the buyer upon a Change in Control to assume this Agreement, Executive shall be entitled to severance compensation in an amount equal to 200% of his Base Salary, payable in equal monthly installments over the twenty-four-month period following the effective date of his termination, in accordance with the Company's usual executive salary payment practice and subject to all withholding obligations. (v) Provided that Executive elects continued coverage of health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the cost of continued coverage of health benefits for Executive and his eligible dependants shall continue dependents at the same contribution rate applicable to be eligible to participate in all him as of the Company’s group health, life, and disability plans on the same terms and conditions as active employees effective date of the Company his termination until the earlier of (Aa) the expiration of the twenty-four month period following the effective date of his termination or (Bb) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans a plan of another employer. (ivvi) Executive shall be entitled to a Bonus for the year in which Executive’s 's termination of employment occurs, equal to the product of (1a) Executive’s 's Bonus for the year of termination based on actual results for the full fiscal year and (2b) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination of Executive’s 's employment and the denominator of which is 365 (the “"Pro-Rated Bonus”"), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. If the Board has not established the Performance Goals as of the date of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Such Pro-Rated Rata Bonus hereundershall be paid as set forth in Section 5.2(ii).

Termination without Cause; Resignation with Good Reason. In If, during the event of termination of Employment Period, the Company terminates the Executive’s employment pursuant to Section 6.1(iv) (Termination without Cause) Cause or Section 6.1(v) (Resignation the Executive resigns employment with Good Reason), conditioned upon and then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form provisions of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment:Section 12 below): (i) Executive An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal yeara cash lump sum within 30 days following the Date of Termination. (ii) Without derogation Subject to Section 5(d) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the product of any other rights (A) 1.5 multiplied by (B) the sum of (1) the Executive’s Base Salary in effect immediately prior to such termination of employment and claims (2) the Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which such termination of employment occurs (the “Bonus Severance Amount”) (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus in effect immediately prior to the consummation of such Change in Control (the “Target Bonus Severance Amount”)), which amount shall be paid to the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over during the twenty18-four month period following the effective date Date of his termination, Termination (the “Severance Period”) in accordance with the Company’s usual regular payroll practices for the executive salary officers of the Company, with the first payment practice to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and subject unpaid installments from the Date of Termination to all withholding obligationsbe paid on the payroll date on which the first installment is paid). (iii) Executive Subject to Section 5(d) and his eligible dependants shall continue the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to be eligible to participate in all of equal the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier product of (A) the expiration amount of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Annual Bonus for such fiscal year determined by the Compensation Committee based on the Company’s actual performance for such fiscal year in which Executive’s (or, if such termination of employment occursoccurs during the two-year period following a Change in Control, equal to then the product of Target Annual Bonus), multiplied by (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2B) a fraction, the numerator of which is the number of days during that have elapsed through the Date of Termination in the fiscal year up to and including of the date Company in which the Date of termination of Executive’s employment Termination occurs, and the denominator of which is 365 the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder). (iv) Subject to Section 5(d) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 18 months following the Date of Termination (such payment, the “Pro-Rated BonusPremium Payment”), payable when annual bonuses which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination. (v) To the extent not theretofore paid or provided, timely pay or provide, in respect accordance with the terms of the year of termination are generally applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to senior executives receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”). Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company. If , the Board has not established Date of Termination occurs during the Performance Goals as of six-month period immediately preceding the date of terminationon which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, but Performance Goals are ultimately approved and it is reasonably demonstrated by the Board Executive that would apply to other senior level executive employees for such termination of employment was initiated by the period prior to terminationacquiror or merger partner in connection with the Change in Control, then such goals shall apply for purposes of determining this Section 5(a), the Pro-Rated Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount, if any, above the Bonus hereunderSeverance Amount that would have been payable as the Target Bonus Severance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Bonus Severance Amount is paid during such period.

Termination without Cause; Resignation with Good Reason. In the event of termination of that your employment pursuant is terminated by the Company without Cause (other than due to Section 6.1(iv) death or Disability (Termination without Causeas hereinafter defined)) or Section 6.1(v) (Resignation by you with Good Reason), conditioned upon and subject you will be entitled the following benefits in addition to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employmentAccrued Entitlements: (i) Executive A cash severance amount equal to the sum of (x) your Base Salary plus (y) the amount of your Annual Bonus in respect of the year prior to the year in which your employment is terminated (if such termination occurs in 2014, then the prior year's bonus shall be entitled deemed to receive his Base Salary and reimbursement be the 2014 Guaranteed Bonus amount), which amount shall be paid to you in monthly installments from the date of Expenses for periods termination through the effective remainder of the Term (the "Severance Period"). For the avoidance of doubt, the Annual Bonus payable hereunder shall satisfy the Annual Bonus payable as part of the Accrued Entitlements. Notwithstanding the foregoing, the Severance Period shall end on the earlier of the end of the Term or on the date of his termination, as well as any Bonus amount earnedyou obtain replacement employment, but not yet paid in accordance with Section 5.2 for no event shall the Severance Period end before a period of twelve (12) months. For the avoidance of doubt, in the event you obtain replacement employment before the end of the Severance Period, the cash severance owed hereunder shall be reduced in the amount of any prior fiscal yearsuch replacement employment compensation. (ii) Without derogation Continuation of any other rights health, dental and claims which vision insurance benefits under the Executive terms of the applicable Company benefit plans during the Severance Period, subject to the Company continuing to provide such insurance benefits for its employees and to your payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon your becoming eligible for comparable coverage under another employer's benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under applicable law, the Company may have hereunder, Executive shall be entitled to severance compensation alternatively provide you with a cash payment in an amount equal to 200% the applicable COBRA premium that you would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of Base Salary, payable in equal monthly installments over such benefits to the twenty-four month period following same extent that active employees of the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject Company are required to all withholding obligationspay for such benefits from time to time). (iii) Executive Accelerated vesting of Options and his eligible dependants RSUs granted prior to the date of termination that would have vested over the one (1) year period following such termination. All vested Options shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of remain exercisable for a ninety (A90) the expiration of the twenty-four month day period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employertermination. (iv) Executive shall be entitled Pro-rata vesting of PSUs with respect to a Bonus for that portion of the year in which Executive’s termination of employment occurs, equal PSUs performance period that has elapsed prior to the product date of (1) Executive’s Bonus for termination, determined by multiplying the year number of termination based on actual results for the full fiscal year and (2) shares issuable under each PSU by a fraction, the numerator of which is the number of days during worked by you in the fiscal year up to and including the date of termination of Executive’s employment PSU's performance period and the denominator of which is 365 (1,095 in order to determine a target number of shares issuable under each PSU, with the “Pro-Rated Bonus”), payable when annual bonuses in respect actual number of shares to be issued pursuant to such PSUs to be determined based on actual Company performance through the end of the year PSUs' performance period within which you terminate employment. For the avoidance of termination are generally paid doubt, in no event shall you be entitled to senior executives any of the severance benefits set forth in this Section 9(b) upon a termination upon the expiration of the Initial Term in connection with a Non-Renewal by the Company, which shall be deemed a voluntary termination by you without Good Reason. If In the Board has not established event your employment terminates upon the Performance Goals expiration of the Term in connection with a timely Non-Renewal by the Company as of the date end of terminationthe Initial Term or a timely Non-Renewal by you at any time, but Performance Goals are ultimately approved by you shall be entitled solely to the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderAccrued Entitlements.

Termination without Cause; Resignation with Good Reason. In If the event of termination of Executive’s employment pursuant to Section 6.1(iv) (Termination is terminated by the Company without Cause) Cause or Section 6.1(v) (Resignation by the Executive upon a resignation with Good Reason), conditioned upon the Executive shall be entitled to receive, and subject to the Company shall pay or provide the Executive, the Accrued Obligations and, in consideration of the Executive’s compliance release and waiver of claims in accordance with Section 9(f), the restrictive covenants under Article 8 compensation and the Executive executing benefits described in Section 9(a)(i), (ii), (iii) and delivering a valid general release (that is no longer subject to revocation under applicable lawiv) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employmentbelow: (i) Executive shall be entitled A single cash payment equal to receive his the Executive’s annual Base Salary and reimbursement of Expenses for periods through as in effect on the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal yearemploymentterminates. (ii) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary A single cash payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1x) Executive’s the Annual Bonus earned by the Executive for the fiscal year of termination based on actual results for the full fiscal year Company ended immediately before the Date of Termination and (2y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the fiscal year up to and including that includes the date Date of termination of Executive’s employment Termination and the denominator of which is 365 365. (iii) If the Executive is entitled to elect continuation of coverage under the Company’s group health plan pursuant to applicable law (including but not limited to COBRA and/or applicable employment standards legislation), the Executive shall be provided continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination for twelve (12) months, or until, if earlier, the date the Executive obtains group health plan coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive under the Code, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “ProCode”) (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-Rated Bonus”)kind payments of those benefits, payable when annual bonuses in respect and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the year of termination are generally paid to senior executives Code, the provision of the Company. If in-kind benefits during one calendar year shall not affect the Board has not established in-kind benefits to be provided in any other calendar year; and (iv) All outstanding awards granted to the Performance Goals as Executive under the Plan (including restricted stock units, options and other awards) shall become fully vested and, in the case of options, exercisable in whole or in part, notwithstanding the terms of the date Plan relating to the vesting of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunderawards.

Termination without Cause; Resignation with Good Reason. In the event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause) or Section 6.1(v) (Resignation with Good Reason), conditioned upon and subject to If the Executive’s compliance employment with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that Company is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided terminated by the Company during the Term (other than for Cause, Disability or death) or if the Executive resigns employment for Good Reason during the Term, then the Executive shall be entitled to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employmentbenefits: (i) the Company shall pay to the Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through in cash in equal amounts over a six (6) month period, with the first payment being made not later than seven (7) calendar days after the effective date of his terminationan employment termination (the “Date of Termination”), as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year.the aggregate of the following amounts: (ii1) Without derogation the sum of the following, to the extent not previously paid: (A) the Executive’s accrued but unpaid portion of annual base salary from the last salary payment date through the Date of Termination, (B) the product of (x) the targeted annual management incentive payable (including any other rights and claims bonus or portion thereof which the has been earned but deferred) to Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue targeted annual management incentive amount to be eligible payable to participate Executive as contained in all of any employment agreement or management incentive plan between the Company’s group health, lifeCompany and Executive, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2y) a fraction, the numerator of which is the number of days during in the fiscal year up to and including management incentive period through the date Date of termination of Executive’s employment Termination, and the denominator of which is 365 the number of days in the management incentive period, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, (the sum of the amounts described in clauses (A), (B), and (C) above shall be hereinafter referred to as the “Pro-Rated BonusAccrued Obligations”); and (2) an amount equal to the greater of (a) the Executive’s base salary during the six (6) month period immediately prior to the Date of Termination, payable when annual bonuses or (b) the product of six (6) times the Executive’s monthly salary in respect effect immediately prior to the Date of Termination. (ii) for six (6) months immediately following the Date of Termination, or such longer period as may be provided by the terms of the year appropriate plan, program, practice or policy, the Company shall continue to provide, at the mutual cost of termination are the Company and the Executive in the cost-sharing manner as conducted by the Executive and the Company immediately prior to the Date of Termination, benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable benefit plan or program (including, without limitation, any insurance, medical, health and accident or disability plan) (a “Benefit Plan”) in effect on the Date of Termination, or, if more favorable to the Executive and his/herfamily, in effect generally paid at any time thereafter with respect to senior other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefit (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his/her family as those being provided by the Company. If , then the Board has Company shall no longer be required to provide those particular benefits to the Executive and his/herfamily; (iii) to the extent not established previously paid or provided, the Performance Goals as Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment pursuant to the provisions of any applicable plan, program, policy, practice, contract or agreement of the date Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits); provided, however, that the Other Benefits shall not be deemed to include any of terminationthe provisions of Sections 4.1(a)(i), but Performance Goals (a)(ii), (a)(iv), (a)(vi), or (a)(vi) of this Agreement unless such Other Benefits are ultimately approved otherwise provided for and granted to the Executive pursuant to the provisions of the applicableplan, program, policy, practice, contract or agreement of the Company and its affiliated companies other than pursuant to the provisions of this Agreement; (iv) immediate 100% vesting of all stock options previously granted to Executive; (v) termination of all contractual restrictions between the Company and the Executive relating to the sale by the Board that would apply Executive of any and/or all Company stock owned by the Executive, including Company stock obtained via the exercise of stock options, subject to other senior level executive employees for compliance by Executive with all applicable federal and state securities laws; and (vi) immediate 100% vesting of all Company contributions to the period prior to termination, then such goals shall apply for purposes account of determining the Pro-Rated Bonus hereunderExecutive under the Company’s 401(k) plan.

Termination without Cause; Resignation with Good Reason. In the event of termination of employment pursuant to Section 6.1(iv) (Termination without Cause) or Section 6.1(v) (Resignation with Good Reason), conditioned upon and subject to the Executive’s compliance with the restrictive covenants under Article 8 and the Executive executing and delivering a valid general release (that is no longer subject to revocation under applicable law) in a form consistent with the Company’s standard form of general release for departing executives in the form of Exhibit A attached hereto (“General Release”) (which shall be provided by the Company to the Executive no later than 10 days after the date of Executive’s termination of employment) within 52 days following the date of Executive’s termination of employment: (i) Executive shall be entitled to receive his Base Salary and reimbursement of Expenses for periods through the effective date of his termination, as well as any Bonus amount earned, but not yet paid in accordance with Section 5.2 for any prior fiscal year. (ii) Without derogation of any other rights and claims which the Executive may have hereunder, Executive shall be entitled to severance compensation in an amount equal to 200% of Base Salary, payable in equal monthly installments over the twenty-four month period following the effective date of his termination, in accordance with the Company’s usual executive salary payment practice and subject to all withholding obligations. (iii) Executive and his eligible dependants shall continue to be eligible to participate in all of the Company’s group health, life, and disability plans on the same terms and conditions as active employees of the Company until the earlier of (A) the expiration of the twenty-four month period following the effective date of his termination or (B) the date the Executive is or becomes eligible for comparable coverage under health, life and disability plans of another employer. (iv) Executive shall be entitled to a Bonus for the year in which Executive’s termination of employment occurs, equal to the product of (1) Executive’s Bonus for the year of termination based on actual results for the full fiscal year and (2) a fraction, the numerator of which is the number of days during the fiscal year up to and including the date of termination of Executive’s employment and the denominator of which is 365 (the “Pro-Rated Bonus”), payable when annual bonuses in respect of the year of termination are generally paid to senior executives of the Company. If the Board has not established the Performance Goals as of the date of termination, but Performance Goals are ultimately approved by the Board that would apply to other senior level executive employees for the period prior to termination, then such goals shall apply for purposes of determining the Pro-Rated Bonus hereunder.