Common use of Upon Termination by the Company Without Cause or by Executive for Good Reason Clause in Contracts

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause or by Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusal.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s employment by the Company without Cause hereunder and this Agreement is terminated under Sections 2.2(b) or by Executive for Good Reason(f), the Company willwill pay Executive: (ai) pay the Executive the any Accrued Base Salary; (bii) pay the Executive the any Accrued Vacation Payment; (ciii) subject to Section 4.6 hereof, pay the Executive the any Accrued Reimbursable Expenses; (div) pay the Executive the any Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ev) pay the Executive any Accrued Incentive Bonus;; and (fvi) pay an amount equal to 1.00 times the Executive the greater of sum of: (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Target Annual Incentive Bonus applicable which was paid to Executive for the fiscal year of termination or (B) immediately preceding the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date year of termination; (g) pay ; provided, however, that the payment to Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g3.5(c)(vi) shall be considered in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Internal Revenue Code of 1986, as amended (the “Code”); provided, however that if the termination occurs within one year of a separate payment for purposes Change of Section 409A of Control, then in addition to the Code amounts described in clauses (includingi) through (v) above, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) the Company will pay the Executive an amount representing equal to 1.5 times the grossed-up out-sum of-pocket cost, including federal, state, and all applicable employment taxes, as computed by : (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Company, of COBRA Annual Incentive Bonus which was paid to Executive for the Executive and fiscal year immediately preceding the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date year of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and plus (C) any right the aggregate dollar value of each of the Company Annual Stock Option Award that was granted to repurchase Executive for the fiscal year immediately preceding the year of termination; provided, however, that the payment to Executive pursuant to this Section 3.5(c)(vi) shall in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Code. In addition, if Executive’s employment hereunder and this Agreement is terminated under Section 2.2(b), any common stock Annual Stock Options issued to Executive which have not yet vested shall immediately vest and shall no longer be subject to forfeiture by Executive. If Executive’s employment hereunder is terminated under Section 2.2(f), any Annual Stock Options issued to Executive which have not vested shall immediately be forfeited by Executive; provided that if this Agreement is terminated under Section 2.2(f) within one year of the Company a Change of Control, then any Annual Stock Options issued to Executive under this Agreement shall terminate including under any right of first refusalimmediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s employment by the Company without Cause hereunder and this Agreement is terminated under Sections 2.2(b) or by Executive for Good Reason(f), the Company willwill pay Executive: (ai) pay the Executive the any Accrued Base Salary; (bii) pay the Executive the any Accrued Vacation Payment; (ciii) subject to Section 4.6 hereof, pay the Executive the any Accrued Reimbursable Expenses; (div) pay the Executive the any Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ev) pay the Executive any Accrued Incentive Bonus;; and (fvi) pay an amount equal to 1.0 times the Executive the greater of sum of: (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Target Annual Incentive Bonus applicable which was paid to Executive for the fiscal year of termination or (B) immediately preceding the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date year of termination; (g) pay ; provided, however, that the payment to Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g3.5(c)(vi) shall be considered in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Internal Revenue Code of 1986, as amended (the “Code”); provided, however that if the termination occurs within one year of a separate payment for purposes Change of Section 409A of Control, then in addition to the Code amounts described in clauses (includingi) through (v) above, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) the Company will pay the Executive an amount representing equal to 2.0 times the grossed-up out-sum of-pocket cost, including federal, state, and all applicable employment taxes, as computed by : (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Company, of COBRA Annual Incentive Bonus which was paid to Executive for the Executive and fiscal year immediately preceding the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date year of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and plus (C) any right the aggregate dollar value of each of the Company Annual Long Term Share Award and Annual Stock Option Award that was granted to repurchase Executive for the fiscal year immediately preceding the year of termination; provided, however, that the payment to Executive pursuant to this Section 3.5(c)(vi) shall in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Code. In addition, if Executive’s employment hereunder and this Agreement is terminated under Section 2.2(b), any common stock Long Term Shares or Annual Stock Options issued to Executive which have not yet vested shall immediately vest and shall no longer be subject to forfeiture by Executive. If Executive’s employment hereunder is terminated under Section 2.2(f), any Long Term Shares or Annual Stock Options issued to Executive which have not vested shall immediately be forfeited by Executive; provided that if this Agreement is terminated under Section 2.2(f) within one year of the Company a Change of Control, then any Long Term Shares or Annual Stock Options issued to Executive under this Agreement shall terminate including under any right of first refusalimmediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any earned Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty on the thirtieth (6030th) days day following the termination date, of twelve six (126) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the six (6) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; and (g) maintain in full force and paid on effect, for the regular monthly payroll dates Executive’s and the Executive’s eligible beneficiaries, until the first to occur of (x) the Company Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the six (6) month anniversary of termination of employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the Company’s payroll practices terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in effect on the alternate, the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (includingplans, without limitationprograms, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))and arrangements; (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s employment by the Company without Cause hereunder and this Agreement is terminated under Sections 2.2(b) or by Executive for Good Reason(f), the Company willwill pay Executive: (ai) pay the Executive the any Accrued Base Salary; (bii) pay the Executive the any Accrued Vacation Payment; (ciii) subject to Section 4.6 hereof, pay the Executive the any Accrued Reimbursable Expenses; (div) pay the Executive the any Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ev) pay the Executive any Accrued Incentive Bonus;; and (fvi) pay an amount equal to 1.0 times the Executive the greater of sum of: (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Target Annual Incentive Bonus applicable which was paid to Executive for the fiscal year of termination or (B) immediately preceding the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date year of termination; (g) pay ; provided, however, that the payment to Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g3.5(c)(vi) shall be considered in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Internal Revenue Code of 1986, as amended (the “Code”); provided, however that if the termination occurs within one year of a separate payment for purposes Change of Section 409A of Control, then in addition to the Code amounts described in clauses (includingi) through (v) above, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) the Company will pay the Executive an amount representing equal to 1.5 times the grossed-up out-sum of-pocket cost, including federal, state, and all applicable employment taxes, as computed by : (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Company, of COBRA Annual Incentive Bonus which was paid to Executive for the Executive and fiscal year immediately preceding the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date year of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and plus (C) any right the aggregate dollar value of each of the Company Annual Long Term Share Award and Annual Stock Option Award that was granted to repurchase Executive for the fiscal year immediately preceding the year of termination; provided, however, that the payment to Executive pursuant to this Section 3.5(c)(vi) shall in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Code. In addition, if Executive’s employment hereunder and this Agreement is terminated under Section 2.2(b), any common stock Long Term Shares or Annual Stock Options issued to Executive which have not yet vested shall immediately vest and shall no longer be subject to forfeiture by Executive. If Executive’s employment hereunder is terminated under Section 2.2(f), any Long Term Shares or Annual Stock Options issued to Executive which have not vested shall immediately be forfeited by Executive; provided that if this Agreement is terminated under Section 2.2(f) within one year of the Company a Change of Control, then any Long Term Shares or Annual Stock Options issued to Executive under this Agreement shall terminate including under any right of first refusalimmediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Company will: (aA) pay the Executive the Accrued Base Salary; (bB) pay the Executive the Accrued Vacation Payment; (cC) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (dD) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (eE) pay the Executive any Accrued Incentive Bonus; (f) pay ; plus a pro-rated portion of the Executive Incentive Bonus based on the greater actual length of (A) service during the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) yearstermination, payable in lump sum within sixty (60) days after Executive’s date of termination; (gF) pay the Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g4.3(f) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination; (hG) pay the Executive an amount representing the grossed-up out-of-pocket costmaintain in full force and effect, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive Executive’s and the Executive’s eligible beneficiaries who were enrolled beneficiaries, until the first to occur of (x) the Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the twelve (12) MONTH ANNIVERSARY OF TERMINATION OF EMPLOYMENT, THE BENEFITS PROVIDED PURSUANT TO COMPANY-SPONSORED BENEFIT PLANS, PROGRAMS, OR OTHER ARRANGEMENTS IN WHICH THE EXECUTIVE WAS ENTITLED TO PARTICIPATE AS A FULL-TIME EMPLOYEE IMMEDIATELY PRIOR TO SUCH TERMINATION IN ACCORDANCE WITH SECTION 2.4 hereof, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in the applicable medical plan as of alternate, the date of termination for twenty-four Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs, and arrangements (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination“Continued Benefits”); and (i) (AH) the Executive will vest in and shall have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s employment by the Company without Cause hereunder and this Agreement is terminated under Sections 2.2(b) or by Executive for Good Reason(f), the Company willwill pay Executive: (ai) pay the Executive the any Accrued Base Salary; (bii) pay the Executive the any Accrued Vacation Payment; (ciii) subject to Section 4.6 hereof, pay the Executive the any Accrued Reimbursable Expenses; (div) pay the Executive the any Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ev) pay the Executive any Accrued Incentive Bonus;; and (fvi) pay an amount equal to 1.25 times the Executive the greater of sum of: (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Target Annual Incentive Bonus applicable which was paid to Executive for the fiscal year of termination or (B) immediately preceding the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date year of termination; (g) pay ; provided, however, that the payment to Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g3.5(c)(vi) shall be considered in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Internal Revenue Code of 1986, as amended (the “Code”); provided, however that if the termination occurs within one year of a separate payment for purposes Change of Section 409A of Control, then in addition to the Code amounts described in clauses (includingi) through (v) above, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) the Company will pay the Executive an amount representing equal to 2.99 times the grossed-up out-sum of-pocket cost, including federal, state, and all applicable employment taxes, as computed by : (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Company, of COBRA Annual Incentive Bonus which was paid to Executive for the Executive and fiscal year immediately preceding the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date year of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and plus (C) any right the aggregate dollar value of each of the Company Annual Long Term Share Award and Annual Stock Option Award that was granted to repurchase Executive for the fiscal year immediately preceding the year of termination; provided, however, that the payment to Executive pursuant to this Section 3.5(c)(vi) shall in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Code. In addition, if Executive’s employment hereunder and this Agreement is terminated under Section 2.2(b), any common stock Long Term Shares or Annual Stock Options issued to Executive which have not yet vested shall immediately vest and shall no longer be subject to forfeiture by Executive. If Executive’s employment hereunder is terminated under Section 2.2(f), any Long Term Shares or Annual Stock Options issued to Executive which have not vested shall immediately be forfeited by Executive; provided that if this Agreement is terminated under Section 2.2(f) within one year of the Company a Change of Control, then any Long Term Shares or Annual Stock Options issued to Executive under this Agreement shall terminate including under any right of first refusalimmediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of If the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty on the thirtieth (6030th) days day following the termination date, of twelve six (126) monthly payments each equal to one-twelfth (1/12th) of the Executive’s 's Annual Base Salary in effect immediately prior to the time such termination occurs occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the six (6) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; and (g) maintain in full force and paid on effect, for the regular monthly payroll dates Executive's and the Executive's eligible beneficiaries, until the first to occur of (x) the Company Executive's attainment of alternative employment if such employment includes health insurance benefits or (y) the three (3) month anniversary of termination of employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the Company’s payroll practices terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in effect on the alternate, the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (includingplans, without limitationprograms, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))and arrangements; (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the If Executive has incurred incurs a Separation from From Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986without Cause, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“or if Executive causes a Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause or by Executive From Service for Good Reason, the Company willshall: (a) pay, on the next regularly scheduled executive pay date coincident with or following the Executive’s Separation From Service, Executive the Accrued Base Salary; (b) pay pay, in the Executive calendar month following the Accrued Vacation Payment; (c) subject to Section 4.6 hereofcalendar month of Executive’s Separation From Service, pay the Executive the Accrued Reimbursable Expenses; (dc) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ed) pay if and only if, during the thirty (30) day period following the Executive’s Separation From Service during the Term, (i) Executive any Accrued Incentive Bonus; signs a waiver and release agreement acceptable to the Company, and (f) pay the Executive the greater of (Aii) the Target Bonus applicable to revocation period associated with such waiver and release agreement expires, the fiscal year of termination or (B) Company will pay Executive, on the average last business day of the actual Incentive Bonus for calendar month following the previous three (3) yearscalendar month in which Executive incurs the Separation From Service without Cause or causes a Separation From Service with Good Reason, in a lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severancecash payment, commencing within sixty (60) days following the termination dateless applicable withholdings, of twelve (12) monthly payments each equal to one-twelfth (1/12thi) fifty percent (50%) of the Executive’s Annual Base Salary in effect immediately prior to (at the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan rate payable as of the date of termination the Separation from Service) which would have been payable for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA remainder of the medical benefits provided to Term had Executive not incurred a Separation From Service during the Term, but in effect no event less than one year’s then applicable Base Salary, (ii) the amount that has been accrued, whether then vested or not, by Executive under the Company’s Long Term Incentive Compensation Plan for Key Contributors (“LTIP”) as of the date of termination; andthe Separation From Service and would have been paid to Executive had he not incurred the Separation From Service, and (iii) a pro rata amount of the Executive’s target bonus at the 100% level for the year of separation at one-hundred percent of that year’s bonus amount. (ia) (A) neither Executive nor the Executive will vest in and Company shall have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date accelerate or defer any payment of such terminationTermination Compensation, and (Bb) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from Termination Compensation shall be payable only if the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalhas incurred a “Separation From Service.”

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s 's employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, the Company willshall: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) the Executive and his dependants shall continue to be covered for twelve (12) months, under the same terms and conditions, by the medical, dental, vision and group life insurance plans maintained by the Company which covered that Executive and his dependants prior to the Executive's termination date. The Executive and the Company shall share the cost of such continued coverage in the same proportions as they shared the cost of such coverage prior to the Executive's termination date. To the extent allowed by applicable law for purposes of satisfying the Company's obligation under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") to continue group health care coverage to the Executive and his dependents as a result of the Executive's termination of employment, the period during which the Executive is permitted to continue to participate in the Company's medical, dental and/or vision plans under this Section 4.3(c) shall not be treated as part of the period during which the Executive and his dependants are entitled to continued coverage under the Company's group health plans under COBRA. Following the end of the continuation period specified in this Section 4.3(c), the Executive and his dependants shall be covered under the Company's medical, dental and/or vision plans as required under the provisions of COBRA; (e) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay Executive any Annual Bonus with respect to a prior fiscal year which has accrued but has not been paid; and (g) pay Executive a lump sum cash payment as liquidated damages an amount equal to 1.5 times the sum of Executive's annual rate of Base Salary as in effect at the time of Executive's termination of employment, plus an amount equal to 1.5 times the average Annual Bonus paid to Executive the greater of (A) the Target Bonus applicable with respect to the fiscal year three (3) years (or the number of termination or (B) the average years of the actual Incentive Bonus for the previous Executive's employment if less than three (3) years) preceding Executive's termination date, in lump sum which amount shall be determined by dividing the total dollar amount paid to Executive as Annual Bonuses during such period of years by three (3) (or the number of years of Executive's employment if less than three (3) years). Such payment to the Executive shall be made within sixty fifteen (6015) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates 's last day of the Company in accordance employment with the Company’s payroll practices as . The liquidated damages amount shall not be reduced by any compensation which the Executive may receive for other employment with another employer after termination of his employment with the Company or otherwise; and in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))addition; (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all vested unexercised stock options outstanding at the termination date in accordance with terms of the Executive’s outstanding options, restricted stock units plans and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights agreements pursuant to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusaloptions or warrants were issued.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Annual Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty (60) days following the termination date, of a twelve (12) month period commencing on or before the thirtieth day following the termination date twenty-four (24) semi-monthly payments each equal to one-twelfth (1/12th) twenty-fourth of the sum of (1) Executive’s Annual 's Base Salary in effect immediately prior to the time such termination occurs and paid on for the regular monthly payroll dates remaining term of this Agreement or for one (1) year, whichever is longer, plus (2) the average of the Company Annual Incentive Bonuses paid to Executive for the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any) for each of the remaining years of the term of this Agreement or for one year, whichever is longer. (g) maintain in full force and effect at the Company's expense, for Executive's and Executive's eligible beneficiaries' continued benefit, until the first to occur of (x) his attainment of alternative employment which provides substantially similar health benefits or (y) twelve (12) months following the termination date of Executive's employment hereunder or the remaining term of this Agreement, (whichever is longer), the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the Company’s payroll practices as in effect on terms and conditions of such termination dateplans and programs (the "CONTINUED BENEFITS"). Each installment payment made pursuant If Executive's continued participation is not permitted under the general terms and provisions of such plans, programs, and arrangements, the Company will arrange to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (includingprovide Executive with Continued Benefits substantially similar to those which Executive would have been entitled to receive under such plans, without limitationprograms, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii));and arrangements; and (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty on the thirtieth (6030th) days day following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or for any like or comparable employment in terms of pay or position by any third party during the twelve (12) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; and (g) pay the cost of COBRA continuation coverage for the Executive, and paid on maintain in full force and effect any benefit and welfare programs, plans, and arrangements in which the regular monthly payroll dates of the Company Executive participated immediately prior to such termination in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (including2.5 hereof, without limitationwhich are not otherwise covered under COBRA, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled beneficiaries, until the first to occur of (x) the Executive’s attainment of alternative employment if such employment includes similar benefits or (y) the twelve (12) month anniversary of termination of employment, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs and arrangements, or in the applicable medical plan as of alternate, the date of termination for twenty-four Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been titled to receive under such plans, programs and arrangements. This is not intended to mitigate the Executive’s COBRA benefits. (24h) months. Notwithstanding the foregoing, Executive shall be responsible for paying have the COBRA premiums right to exercise vested options and timely electing to continue coverage under COBRA of the medical benefits provided to Executive RSU’s in effect as of the date of terminationaccordance with Section 4.1(f); and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, FIFTY THOUSAND (B50,000) all of the CompanyRSU’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalfor a signing incentive will immediately vest.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Company will: (aA) pay the Executive the Accrued Base Salary; (bB) pay the Executive the Accrued Vacation Payment; (cC) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (dD) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (eE) pay the Executive any Accrued Incentive Bonus; (f) pay ; plus a pro-rated portion of the Executive Incentive Bonus based on the greater actual length of (A) service during the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) yearstermination, payable in lump sum within sixty (60) days after Executive’s date of termination; (gF) pay the Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g4.3(f) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination; (hG) pay the Executive an amount representing the grossed-up out-of-pocket costmaintain in full force and effect, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive Executive’s and the Executive’s eligible beneficiaries who were enrolled beneficiaries, until the first to occur of (x) the Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the twelve (12) month anniversary of termination of employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to PARTICIPATE AS A FULL-TIME EMPLOYEE IMMEDIATELY PRIOR TO SUCH TERMINATION IN ACCORDANCE WITH SECTION 2.4 hereof, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in the applicable medical plan as of alternate, the date of termination for twenty-four Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs, and arrangements (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination“Continued Benefits”); and (i) (AH) the Executive will vest in and shall have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of If the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty on the thirtieth (6030th) days day following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s 's Annual Base Salary in effect immediately prior to the time such termination occurs occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; and (g) maintain in full force and paid on effect, for the regular monthly payroll dates Executive's and the Executive's eligible beneficiaries, until the first to occur of (x) the Company Executive's attainment of alternative employment if such employment includes health insurance benefits and meets the new employer's eligibility requirements for benefits or (y) the twelve (12) month anniversary of termination of employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.5 hereof, subject to the Company’s payroll practices terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in effect on the alternate, the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such termination date. Each installment payment made pursuant plans, programs, and arrangements; This does not reduce the Executive's right to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii));COBRA. (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, RSU's in accordance with Section 4.1(f) and any other incentive plans (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusali.e. Long Term Incentive Plan).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s 's employment is terminated by the Company without Cause Cause, or if Executive's employment is terminated by Executive for Good Reason, or upon a Change in Control of the Company, the Company willshall: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the reimburse Executive the Accrued Reimbursable Expenses; (d) pay the provide Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive BonusBonus or other bonus with respect to a prior fiscal quarter which has accrued but has not been paid; (f) pay the Executive Executive, the greater of: (1) such salary and bonus payments, calculated at the Threshold level, due under the remaining term of the contract, or (A2) salary and bonus payment, calculated at the Target Bonus applicable minimum level, equal to 2 years of service to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination;Company. (g) pay maintain in full force and effect, for Executive's and his eligible beneficiaries continued benefit, all of the Executive severanceGeneral Benefits, commencing within sixty (60) days for a period of 24 months following the termination datedate of his employment under this Agreement, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior except to the time extent that, as to any such termination occurs and paid on General Benefit, Executive receives the regular monthly payroll dates substantial equivalent of the Company in accordance such General Benefit as a result of his employment with the Company’s payroll practices as in effect on such another employer after his termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A If Executive's continued participation in any General Benefit is not permitted under the terms of the Code (includingplan, without limitationprogram or arrangement under which the General Benefit was provided to the Executive by the Company, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))the Company shall arrange to provide Executive with the General Benefit substantially similar to the General Benefit which Executive would have been entitled to receive under such plan, program or arrangement; (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all unexercised stock options and warrants outstanding at the termination date in accordance with the terms of the Executive’s outstanding options, restricted stock units plans and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights agreements pursuant to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse options and (C) any right warrants were issued, including the provisions of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalSection 2.3(c).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service If Executive's employment hereunder and this Agreement is terminated under Sections 2.2 (within the meaning of Section 409A(a)(2)(A)(ib) of the Internal Revenue Code of 1986, as amended or (the “Code”f), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause or by Executive for Good Reason, the Company will: (ai) pay the Executive the Accrued Base Salary; (bii) pay the Executive the Accrued Vacation Payment; (ciii) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (div) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ev) pay Executive the Executive any Accrued Incentive Bonus;; and (fvi) pay Executive an amount equal to 1.25 times the Executive the greater of sum of: (A) Executive's then current Base Salary; plus (B) an amount equal to the Target Annual Incentive Bonus applicable which was paid to Executive for the fiscal year immediately preceding the year of termination (or (B) if the average termination occurs in the first year of the actual Initial Term, then the Annual Incentive Bonus as if the target bonus was received for that year); provided, however, that the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the payment to Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g3.5 (c)(vi) shall be considered in no event exceed an amount which would cause Executive to receive an "excess parachute payment" as defined in the Internal Revenue Code of 1986, as amended (the "Code"); provided, however that if the termination occurs within two years of a separate payment for purposes change of Section 409A of control, then in addition to the Code amounts described in (includingi) - (v) above, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) the Company will pay the Executive an amount representing equal to 2.99 times the grossed-up out-sum of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) : (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, 's then current Base Salary; plus (B) all an amount equal to the Annual Incentive Bonus which was paid to Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first eighteen months of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from Initial Term, then the Executive shall lapse Annual Incentive Bonus as to if the target bonus was received for that number of shares in which such repurchase rights have yet to lapse and year); plus (C) any right the value of the Company Annual Long Term Share Award which was granted to repurchase any common stock Executive for the fiscal year immediately preceding the year of termination (or if the termination occurs in the first eighteen months of the Company Initial Term, then the Annual Long Term Share Award as if the target share award was received for that year); provided, however, that the payment to Executive pursuant to this Section (d)(vi) shall terminate including under any right of first refusalin no event exceed an amount which would cause Executive to receive an excess parachute payment" as defined in the Code.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of If the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty on the thirtieth (6030th) days day following the termination date, of twelve six (126) monthly payments each equal to one-twelfth (1/12th) of the Executive’s 's Annual Base Salary in effect immediately prior to the time such termination occurs occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the six (6) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; and (g) maintain in full force and paid on effect, for the regular monthly payroll dates Executive's and the Executive's eligible beneficiaries, until the first to occur of (x) the Company Executive's attainment of alternative employment if such employment includes health insurance benefits or (y) the three (3) month anniversary of this Agreement, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the Company’s payroll practices terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in effect on the alternate, the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (includingplans, without limitationprograms, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))and arrangements; (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any earned Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty on the thirtieth (6030th) days day following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; and (g) maintain in full force and paid on effect, for the regular monthly payroll dates Executive’s and the Executive’s eligible beneficiaries, until the first to occur of (x) the Company Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the twelve (12) month anniversary of termination of employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the Company’s payroll practices terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in effect on the alternate, the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (includingplans, without limitationprograms, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))and arrangements; (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s employment by the Company without Cause hereunder and this Agreement is terminated under Sections 2.2(b) or by Executive for Good Reason(f), the Company willwill pay Executive: (ai) pay the Executive the any Accrued Base Salary; (bii) pay the Executive the any Accrued Vacation Payment; (ciii) subject to Section 4.6 hereof, pay the Executive the any Accrued Reimbursable Expenses; (div) pay the Executive the any Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ev) pay the Executive any Accrued Incentive Bonus;; and (fvi) pay an amount equal to 2.0 times the Executive the greater of sum of: (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Target Annual Incentive Bonus applicable which was paid to Executive for the fiscal year of termination or (B) immediately preceding the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date year of termination; (g) pay ; provided, however, that the payment to Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g3.5(c)(vi) shall be considered in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Internal Revenue Code of 1986, as amended (the “Code”); provided, however that if the termination occurs within one year of a separate payment for purposes Change of Section 409A of Control, then in addition to the Code amounts described in clauses (includingi) through (v) above, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) the Company will pay the Executive an amount representing equal to 2.0 times the grossed-up out-sum of-pocket cost, including federal, state, and all applicable employment taxes, as computed by : (A) Executive’s then current per annum base salary; plus (B) an amount equal to the Company, of COBRA Annual Incentive Bonus which was paid to Executive for the Executive and fiscal year immediately preceding the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date year of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and plus (C) any right the aggregate dollar value of each of the Company Annual Long Term Share Award and Annual Stock Option Award that was granted to repurchase Executive for the fiscal year immediately preceding the year of termination; provided, however, that the payment to Executive pursuant to this Section 3.5(c)(vi) shall in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Code. In addition, if Executive’s employment hereunder and this Agreement is terminated under Section 2.2(b), any common stock Long Term Shares or Annual Stock Options issued to Executive which have not yet vested shall immediately vest and shall no longer be subject to forfeiture by Executive. If Executive’s employment hereunder is terminated under Section 2.2(f), any Long Term Shares or Annual Stock Options issued to Executive which have not vested shall immediately be forfeited by Executive; provided that if this Agreement is terminated under Section 2.2(f) within one year of the Company a Change of Control, then any Long Term Shares or Annual Stock Options issued to Executive under this Agreement shall terminate including under any right of first refusalimmediately vest and shall no longer be subject to forfeiture by Executive.

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “"Code”"), and Treasury Regulation Section 1.409A-1(h)) (“"Separation from Service”") by reason of a termination of the Executive’s 's employment by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay ; plus a pro-rated portion of the Executive Incentive Bonus based on the greater actual length of (A) service during the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) yearstermination, payable in lump sum within sixty (60) days after Executive’s 's date of termination; (gf) pay the Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s 's Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s 's payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g4.3(f) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination; (g) maintain in full force and effect, for the Executive's and the Executive's eligible beneficiaries, until the first to occur of (x) the Executive's attainment of alternative employment if such employment includes health insurance benefits or (y) the twelve (12) month anniversary of termination of employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in the alternate, the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs, and arrangements (the "Continued Benefits"); and (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of If the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty on the thirtieth (6030th) days day following the termination date, of twelve six (126) monthly payments each equal to one-twelfth (1/12th) of the Executive’s 's Annual Base Salary in effect immediately prior to the time such termination occurs occurs. Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the six (6) months following termination. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; and (g) maintain in full force and paid on effect, for the regular monthly payroll dates Executive's and the Executive's eligible beneficiaries, until the first to occur of (x) the Executive's attainment of alternative employment if such employment includes health insurance benefits or (y) the three (3) month anniversary of termination of the Company employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the Company’s payroll practices terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in effect on the alternate, the Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (includingplans, without limitationprograms, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))and arrangements; (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s 's employment is terminated by the Company without Cause or by Executive for Good Reason, the Company willshall: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Annual Incentive BonusBonus with respect to a prior year which has accrued but has not been paid; (f) pay Executive commencing on the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date of termination; (g) pay the Executive severance, commencing within sixty (60) days thirtieth day following the termination date, of date twelve (12) monthly payments each equal to one-twelfth (1/12th) of the sum of (1) Executive’s Annual 's Base Salary in effect immediately prior to the time such termination occurs and paid on occurs, plus (2) the regular monthly payroll dates average of the Annual Incentive Bonuses paid to Executive for the two (2) fiscal years immediately preceding the fiscal year in which the termination occurs (or if less than two, the amount of his single Annual Incentive Bonus, if any). For purposes of this subsection (f), no Annual Incentive Bonus received under the Company's Executive Bonus Plan prior to the 1993 Executive Bonus Plan shall be considered. Should Executive attain alternative employment during the twelve (12) month payment period, the Company's obligations under this Section 4.3(f) will be reduced by the amount of Executive's compensation from his new employer. For example, if Executive were entitled to receive $17,500 per month for twelve (12) months under this Section 4.3(f), and if, at the beginning of the seventh (7th) month following his termination date, he finds alternative employment that pays him $15,000 per month, the Company would be obligated to pay Executive six (6) monthly payments of $17,500, and six (6) monthly payments of $2,500 under this Section 4.3(f); 6 (g) maintain in full force and effect, for Executive's and his eligible beneficiaries' continued benefit, until the first to occur of (x) his attainment of alternative employment or (y) 12 months following the termination date of his employment hereunder the employee benefits provided pursuant to Company-sponsored benefit plans, programs or other arrangements in which Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the Company’s payroll practices as terms and conditions of such plans and programs (the "Continued Benefits"). If Executive's continued participation is not permitted under the general terms and provisions of such plans, programs and arrangements, the Company shall arrange to provide Executive with Continued Benefits substantially similar to those which Executive would have been entitled to receive under such plans, programs and arrangements; and in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii));addition (h) pay the Executive an amount representing the grossed-up out-of-pocket cost, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Company will: (aA) pay the Executive the Accrued Base SalaryPAY THE EXECUTIVE THE ACCRUED BASE SALARY; (bB) pay the Executive the Accrued Vacation PaymentPAY THE EXECUTIVE THE ACCRUED VACATION PAYMENT; (cC) subject to Section SUBJECT TO SECTION 4.6 hereofHEREOF, pay the Executive the Accrued Reimbursable ExpensesPAY THE EXECUTIVE THE ACCRUED REIMBURSABLE EXPENSES; (dD) pay the Executive the Accrued BenefitsPAY THE EXECUTIVE THE ACCRUED BENEFITS, together with any benefits required to be paid or provided under applicable lawTOGETHER WITH ANY BENEFITS REQUIRED TO BE PAID OR PROVIDED UNDER APPLICABLE LAW; (eE) pay the Executive any Accrued Incentive BonusPAY THE EXECUTIVE ANY ACCRUED INCENTIVE BONUS; PLUS A PRO-RATED PORTION OF THE INCENTIVE BONUS BASED ON THE ACTUAL LENGTH OF SERVICE DURING THE YEAR OF TERMINATION, PAYABLE IN LUMP SUM WITHIN SIXTY (60) DAYS AFTER EXECUTIVE’S DATE OF TERMINATION; (fF) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average of the actual Incentive Bonus for the previous three (3) yearsPAY THE EXECUTIVE SEVERANCE, in lump sum within sixty COMMENCING WITHIN SIXTY (60) days after Executive’s date of termination; (g) pay the Executive severanceDAYS FOLLOWING THE TERMINATION DATE, commencing within sixty (60) days following the termination date, of twelve OF TWELVE (12) monthly payments each equal to oneMONTHLY PAYMENTS EQUAL TO ONE-twelfth TWELFTH (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g4.3(f) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination; (hG) pay MAINTAIN IN FULL FORCE AND EFFECT, FOR THE EXECUTIVE’S AND THE EXECUTIVE’S ELIGIBLE BENEFICIARIES, UNTIL THE FIRST TO OCCUR OF (X) THE EXECUTIVE’S ATTAINMENT OF ALTERNATIVE EMPLOYMENT IF SUCH EMPLOYMENT INCLUDES HEALTH INSURANCE BENEFITS OR (Y) THE TWELVE (12) MONTH ANNIVERSARY OF TERMINATION OF EMPLOYMENT, THE BENEFITS PROVIDED PURSUANT TO COMPANY-SPONSORED BENEFIT PLANS, PROGRAMS, OR OTHER ARRANGEMENTS IN WHICH THE EXECUTIVE WAS ENTITLED TO participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in the alternate, the Company will arrange to provide the Executive an amount representing with continued benefits substantially similar to those which the grossed-up out-of-pocket costExecutive would have been entitled to receive under such plans, including federal, stateprograms, and all applicable employment taxes, as computed by arrangements (the Company, of COBRA for the Executive and the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination“Continued Benefits”); and (iH) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalTHE EXECUTIVE SHALL HAVE THE RIGHT TO EXERCISE VESTED OPTIONS AND WARRANTS IN ACCORDANCE WITH SECTION 4.1(F).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, the Company will: (a) pay the Executive the Accrued Base Salary; (b) pay the Executive the Accrued Vacation Payment; (c) subject to Section 4.6 hereof, pay the Executive the Accrued Reimbursable Expenses; (d) pay the Executive the Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (e) pay the Executive any Accrued Incentive Bonus; (f) pay the Executive the greater of (A) the Target Bonus applicable to the fiscal year of termination or (B) the average ; plus a pro-rated portion of the actual Incentive Bonus for based on the previous three (3) years, in lump sum within sixty (60) days after Executive’s date actual length of service during the year of termination; (gf) pay the Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g4.3(f) shall be considered a separate payment for purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)). Severance will be mitigated on a dollar for dollar basis for any income received by Executive for duties performed for Company or any third party during the twelve (12) months following termination; (hg) pay the Executive an amount representing the grossed-up out-of-pocket costmaintain in full force and effect, including federal, state, and all applicable employment taxes, as computed by the Company, of COBRA for the Executive Executive’s and the Executive’s eligible beneficiaries who were enrolled beneficiaries, until the first to occur of (x) the Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the twelve (12) month anniversary of termination of employment, the benefits provided pursuant to Company-sponsored benefit plans, programs, or other arrangements in which the Executive was entitled to participate as a full-time employee immediately prior to such termination in accordance with Section 2.4 hereof, subject to the terms and conditions of participation as provided under the general terms and provisions of such plans, programs, and arrangements, or in the applicable medical plan as of alternate, the date of termination for twenty-four Company will arrange to provide the Executive with continued benefits substantially similar to those which the Executive would have been entitled to receive under such plans, programs, and arrangements (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date of termination“Continued Benefits”); and (i) (Ah) the Executive will vest in and shall have the right to exercise all of the Executive’s outstanding options, restricted stock units vested options and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares warrants in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusalaccordance with Section 4.1(f).

Upon Termination by the Company Without Cause or by Executive for Good Reason. In the event the Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) by reason of a termination of the If Executive’s employment by the Company without Cause hereunder and this Agreement is terminated under Sections 2.2 (b) or by Executive for Good Reason(f), the Company willwill pay Executive: (ai) pay the Executive the any Accrued Base Salary; (bii) pay the Executive the any Accrued Vacation Payment; (ciii) subject to Section 4.6 hereof, pay the Executive the any Accrued Reimbursable Expenses; (div) pay the Executive the any Accrued Benefits, together with any benefits required to be paid or provided under applicable law; (ev) pay the Executive any Accrued Incentive Bonus;; and (fvi) pay an amount equal to the Executive the greater of sum of: (A) 1.25 times Executive’s then current Base Salary; plus (B) an amount equal to the Target Annual Incentive Bonus applicable which was paid to Executive for the fiscal year of termination or (B) immediately preceding the average of the actual Incentive Bonus for the previous three (3) years, in lump sum within sixty (60) days after Executive’s date year of termination; (g) pay ; provided, however, that the payment to Executive severance, commencing within sixty (60) days following the termination date, of twelve (12) monthly payments each equal to one-twelfth (1/12th) of the Executive’s Annual Base Salary in effect immediately prior to the time such termination occurs and paid on the regular monthly payroll dates of the Company in accordance with the Company’s payroll practices as in effect on such termination date. Each installment payment made pursuant to this Section 4.3(g3.5(c)(vi) shall be considered in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Internal Revenue Code of 1986, as amended (the “Code”); provided, however that if the termination occurs within one year of a separate payment for purposes Change of Section 409A of Control, then in addition to the Code amounts described in (includingi) – (v) above, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)); (h) the Company will pay the Executive an amount representing equal to 2.99 times the grossed-up out-sum of-pocket cost, including federal, state, and all applicable employment taxes, as computed by : (A) Executive’s then current Base Salary; plus (B) an amount equal to the Company, of COBRA Annual Incentive Bonus which was paid to Executive for the Executive and fiscal year immediately preceding the Executive’s eligible beneficiaries who were enrolled in the applicable medical plan as of the date of termination for twenty-four (24) months. Notwithstanding the foregoing, Executive shall be responsible for paying the COBRA premiums and timely electing to continue coverage under COBRA of the medical benefits provided to Executive in effect as of the date year of termination; and (i) (A) the Executive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such termination, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Executive shall lapse as to that number of shares in which such repurchase rights have yet to lapse and plus (C) any right the value of the Company Annual Long Term Share Award which was granted to repurchase Executive for the fiscal year immediately preceding the year of termination; provided, however, that the payment to Executive pursuant to this Section 3.5(c)(vi) shall in no event exceed an amount which would cause Executive to receive an “excess parachute payment” as defined in the Code. In addition, if Executive’s employment hereunder and this Agreement is terminated under Section 2.2(b) Long Term Shares issued to Executive which have not yet vested shall immediately vest and shall no longer be subject to forfeiture by Executive. If Executive’s employment hereunder is terminated under Section 2.2(f) Long Term Shares issued to Executive which have not vested shall immediately be forfeited by Executive; provided that if this Agreement is terminated under Section 2.2(f) within one year of a Change of Control than any common stock of the Company Long Term Shares issued to Executive under this Agreement shall terminate including under any right of first refusalimmediately vest and shall no longer be subject to forfeiture by Executive.