Common use of UPON TERMINATION FOR DEATH OR DISABILITY Clause in Contracts

UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”); (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (aA) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (bB) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (cC) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (dD) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (eE) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the year of termination paid within sixty (60) days after the Executive’s Incentive Bonus for the applicable fiscal year date of termination as previously established by the Compensation Committee (the “Target Bonus”);termination; and (fF) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s 's death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s 's estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Executive (or the Executive’s 's estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s 's Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “"Accrued Vacation Payment”"); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s 's estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (d) provide to the Executive (or the Executive’s 's estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s 's estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “"Accrued Incentive Bonus”"); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”);and (f) the Executive (or the Executive’s 's estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid together with any Accrued Incentive Bonus for the current fiscal year based upon actual performance (the “Accrued Incentive Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”);and (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus a pro-rated portion of the Executive’s Incentive Bonus for based on the applicable actual length of service during the fiscal year of termination as and the target amount of such Incentive Bonus previously established by the Compensation Committee for that fiscal year, which shall be paid no later than the first to occur of the following: (i) March 15 of the “Target Bonus”);year following the year in which the last day of the fiscal year of termination occurs; and (ii) thirty (30) days following the Compensation Committee’s determination of the Company’s level of achievement of the performance criteria based upon the Company’s financial statements for such fiscal year; and (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s his death or Total Disabilitytotal disability, the Company willshall: (a) pay the Pay Executive (or the Executive’s his estate) or beneficiaries any Base Salary that which has accrued but was not been paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Pay Executive (or the Executive’s his estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s his Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 360 (the “"Accrued Vacation Payment”"); (c) subject to Section 4.6 hereof, reimburse the Reimburse Executive (or the Executive’s his estate) or beneficiaries for expenses incurred by him prior to the date of termination that which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (d) provide Provide to the Executive (or the Executive’s his estate) or beneficiaries any accrued and vested benefits benefit required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability total disability under applicable law; (e) pay the Pay Executive (or the Executive’s his estate) or beneficiaries any Annual Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that which has been earned and accrued but has not been paid (paid, plus a portion of the “Accrued Incentive Bonus”); plus the Executive’s Annual Incentive Bonus for the applicable year in which Executive's employment is terminated hereunder computed at the end of the fiscal year and pro rated to reflect the portion of termination as previously established the fiscal year that Executive was employed by the Compensation Committee Company (collectively, the “Target "Accrued Annual Incentive Bonus”");; and in addition, (f) the Executive (or the Executive’s his estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (aA) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (bB) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (cC) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (dD) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (eE) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”);and (fF) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s his death or Total Disabilitytotal disability, the Company willshall: (a) pay the Pay Executive (or the Executive’s his estate) or beneficiaries any Base Salary that which has accrued but was not been paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Pay Executive (or the Executive’s his estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s his Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 360 (the “"Accrued Vacation Payment”"); (c) subject to Section 4.6 hereof, reimburse the Reimburse Executive (or the Executive’s his estate) or beneficiaries for expenses incurred by him prior to the date of termination that which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (d) provide Provide to the Executive (or the Executive’s his estate) or beneficiaries any accrued and vested benefits benefit required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability total disability under applicable law; (e) pay the Pay Executive (or the Executive’s his estate) or beneficiaries any Annual Incentive Bonus with respect to a prior fiscal year prior to (which at this time is the fiscal year of termination that calendar year) which has been earned and accrued but has not been paid (paid, plus a portion of the “Accrued Incentive Bonus”); plus the Executive’s Annual Incentive Bonus for the applicable year in which Executive's employment is terminated hereunder computed at the end of the fiscal year and pro rated to reflect the portion of termination as previously established the fiscal year that Executive was employed by the Compensation Committee Company (collectively, the “Target "Accrued Annual Incentive Bonus”");; and in addition, (f) the Executive (or the Executive’s his estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”); (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants RSU’s outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants RSU’s were issued; and (Ag) the Executive (or the Executive’s estateFIFTY THOUSAND (50,000) RSU’s for a signing incentive will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 refusalimmediately vest.

UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated hereunder by reason of the Executive’s his death or Total Disability, the Company willshall: (a) pay the Executive (or the Executive’s estatehis Estate (as defined in Section 4.3(k) hereof)) or beneficiaries any Base Salary that which has accrued but was not been paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Executive (or the Executive’s estatehis Estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s his Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “"Accrued Vacation Payment”") plus the Previously Accrued Vacation (less days deducted in accordance with the provisions of Section 2.4(f)) (together, the "Adjusted Previously Accrued Vacation)"; (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estatehis Estate) or beneficiaries for expenses incurred by him prior to the date of termination that which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (d) provide to the Executive (or the Executive’s estatehis Estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or 6 programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estatehis Estate) or beneficiaries any Annual Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that which has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”)paid; plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”)and in addition; (f) the Executive (or the Executive’s estatehis Estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; andand further (Ag) in the Executive (or event of Executive's death while he is employed by the Executive’s estate) will vest in and Company under this Agreement, his Designated Beneficiaries shall have the right Termination Put rights provided pursuant to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date that were otherwise unvested as in accordance with Section 4.3(k) which may be exercised within 180 days 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 refusalExecutive's death.

UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated hereunder by reason of the Executive’s his death or Total Disability, the Company willshall: (a) pay the Executive (or the Executive’s estatehis Estate (as defined in Section 4.3(k) hereof)) or beneficiaries any Base Salary that which has accrued but was not been paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Executive (or the Executive’s estatehis Estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s his Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “"Accrued Vacation Payment”") plus the Previously Accrued Vacation (less days deducted in accordance with the provisions of Section 2.4(f)) (together, the "Adjusted Previously Accrued Vacation)"; (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estatehis Estate) or beneficiaries for expenses incurred by him prior to the date of termination that which are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”");; 6 (d) provide to the Executive (or the Executive’s estatehis Estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estatehis Estate) or beneficiaries any Annual Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that which has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”)paid; plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”)and in addition; (f) the Executive (or the Executive’s estatehis Estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; andand further (Ag) in the Executive (or event of Executive's death while he is employed by the Executive’s estate) will vest in and Company under this Agreement, his Designated Beneficiaries shall have the right Termination Put rights provided pursuant to exercise all and in accordance with the provisions of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date that were otherwise unvested as Section 4.3(k) which may be exercised within 180 days 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 refusalExecutive's death.

UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s 's death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s 's estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Executive (or the Executive’s 's estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s 's Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “"Accrued Vacation Payment”"); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s 's estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (d) provide to the Executive (or the Executive’s 's estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s 's estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “"Accrued Incentive Bonus”"); plus a pro-rated portion of the Executive’s Incentive Bonus for based on the applicable fiscal actual length of service during the year of termination as previously established by paid within sixty (60) days after the Compensation Committee (the “Target Bonus”);Executive's date of termination; and (f) the Executive (or the Executive’s 's estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s 's death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s 's estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”"ACCRUED BASE SALARY"); (b) pay the Executive (or the Executive’s 's estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s 's Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”"ACCRUED VACATION PAYMENT"); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s 's estate) or beneficiaries for expenses incurred by him Executive prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”"ACCRUED REIMBURSABLE EXPENSES"); (d) provide to the Executive (or the Executive’s 's estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”"ACCRUED BENEFITS"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s 's estate) or beneficiaries any Annual Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); "ACCRUED ANNUAL INCENTIVE BONUS" plus the Executive’s pro rata share of any Annual Incentive Bonus for the applicable fiscal year of termination as previously established by during which Executive's employment shall be terminated; PROVIDED, HOWEVER, that no such amount shall be payable to Executive unless the Compensation Committee (objectives are achieved in the “Target Bonus”); (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 reasonable judgment of the Company to repurchase any common stock of for the Company shall terminate including under any right of first refusal.full fiscal year (the "PRO RATA BONUS"); and

UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”);and (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus a pro-rated portion of the Executive’s Incentive Bonus for based on the applicable actual length of service during the fiscal year of termination and the actual achievement by the Company or the Executive, as the case may be, of the performance criteria in respect of such Incentive Bonus previously established by the Compensation Committee which shall be paid no later than the first to occur of the following: (i) March 15 of the “Target Bonus”);year following the year in which the last day of the fiscal year of termination occurs; and (ii) thirty (30) days following the Compensation Committee’s determination of the Company’s level of achievement of the performance criteria based upon the Company’s financial statements for such fiscal year; and (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s 's death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s 's estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Executive (or the Executive’s 's estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s 's Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “"Accrued Vacation Payment”"); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s 's estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (d) provide to the Executive (or the Executive’s 's estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s 's estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “"Accrued Incentive Bonus”"); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”);and (f) the Executive (or the Executive’s 's estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants RSU's outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants RSU's were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s 's death or Total Disability, as hereinafter defined, the Company will: (a) pay the Executive (or the Executive’s 's estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Executive (or the Executive’s 's estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s 's Base Salary multiplied by a fraction fraction, the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 two hundred and sixty (260) (the “"Accrued Vacation Payment”"); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s 's estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement Amendment (the “"Accrued Reimbursable Expenses”"); (d) provide to the Executive (or the Executive’s 's estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s 's estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “"Accrued Incentive Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”"); (f) pay the Executive severance of three (3) times the Executive's annual Base Salary in effect immediately prior to the time such termination occurs, plus the greater of (x) three (3) times the targeted Incentive Bonus immediately prior to the time such termination occurs or (y) three (3) times the average actual Incentive Bonus for the previous three (3) years, whichever is greater. The severance payment required under this subsection shall be conditioned upon the Executive confirming the release in Section 5.2 hereof; (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 three (3) year anniversary of the 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; (h) any such payments will be grossed up for Internal Revenue Code Section 280G excise tax penalty on "excess parachute payments;" and (i) the Executive (or the Executive’s 's estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him him/her prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus a pro-rated portion of the Executive’s Incentive Bonus for based on the applicable actual length of service during the fiscal year of termination as and the target amount of such Incentive Bonus previously established by the Compensation Committee for that fiscal year, which shall be paid no later than the first to occur of the following: (i) March 15 of the “Target Bonus”);year following the year in which the last day of the fiscal year of termination occurs; and (ii) thirty (30) days following the Compensation Committee’s determination of the Company’s level of achievement of the performance criteria based upon the Company’s financial statements for such fiscal year; and (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (aA) pay the Executive PAY THE EXECUTIVE (or the Executive’s estateOR THE EXECUTIVE’S ESTATE) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date OR BENEFICIARIES ANY BASE SALARY THAT HAS ACCRUED BUT WAS NOT PAID AS OF THE TERMINATION DATE (the THE “Accrued Base SalaryACCRUED BASE SALARY”); (bB) pay the Executive PAY THE EXECUTIVE (or the Executive’s estateOR THE EXECUTIVE’S ESTATE) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is OR BENEFICIARIES FOR UNUSED VACATION DAYS ACCRUED AS OF THE TERMINATION DATE IN AN AMOUNT EQUAL TO THE EXECUTIVE’S BASE SALARY MULTIPLIED BY A FRACTION THE NUMERATOR OF WHICH IS THE NUMBER OF ACCRUED UNUSED VACATION DAYS AND THE DENOMINATOR OF WHICH IS 260 (the THE “Accrued Vacation PaymentACCRUED VACATION PAYMENT”); (cC) subject to Section SUBJECT TO SECTION 4.6 hereofHEREOF, reimburse the Executive REIMBURSE THE EXECUTIVE (or the Executive’s estateOR THE EXECUTIVE’S ESTATE) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement OR BENEFICIARIES FOR EXPENSES INCURRED BY HIM PRIOR TO THE DATE OF TERMINATION THAT ARE SUBJECT TO REIMBURSEMENT PURSUANT TO THIS AGREEMENT (the THE “Accrued Reimbursable ExpensesACCRUED REIMBURSABLE EXPENSES”); (dD) provide to the Executive PROVIDE TO THE EXECUTIVE (or the Executive’s estateOR THE EXECUTIVE’S ESTATE) or beneficiaries any accrued and vested benefits required to be provided by the terms of any CompanyOR BENEFICIARIES ANY ACCRUED AND VESTED BENEFITS REQUIRED TO BE PROVIDED BY THE TERMS OF ANY COMPANY-sponsored benefit plans or programs SPONSORED BENEFIT PLANS OR PROGRAMS (the THE “Accrued BenefitsACCRUED BENEFITS”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (eE) pay the Executive PAY THE EXECUTIVE (or the Executive’s estateOR THE EXECUTIVE’S ESTATE) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid OR BENEFICIARIES ANY INCENTIVE BONUS WITH RESPECT TO A FISCAL YEAR PRIOR TO THE YEAR OF TERMINATION THAT HAS BEEN EARNED AND ACCRUED BUT HAS NOT BEEN PAID (the THE “Accrued Incentive BonusACCRUED INCENTIVE BONUS”); plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the year of termination paid within sixty (60) days after the Executive’s Incentive Bonus for the applicable fiscal year date of termination as previously established by the Compensation Committee (the “Target Bonus”); (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issuedtermination; and (AF) the Executive THE EXECUTIVE (or the Executive’s estateOR THE EXECUTIVE’S ESTATE) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 refusalOR BENEFICIARIES SHALL HAVE THE RIGHT TO EXERCISE ALL VESTED UNEXERCISED STOCK OPTIONS AND WARRANTS OUTSTANDING AT THE TERMINATION DATE IN ACCORDANCE WITH TERMS OF THE PLANS AND AGREEMENTS PURSUANT TO WHICH SUCH OPTIONS OR WARRANTS WERE ISSUED.

UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was has not been paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him Executive prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Annual Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Annual Incentive Bonus” plus the pro rata share of any Annual Incentive Bonus for the fiscal year during which Executive’s employment shall be terminated; provided, however, that no such amount shall be payable to Executive unless the objectives are achieved in the reasonable judgment of the Company for the full fiscal year (the “Pro Rata Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”); (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s 's employment hereunder is terminated by reason of the Executive’s 's death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s 's estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “"Accrued Base Salary”"); (b) pay the Executive (or the Executive’s 's estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s 's Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “"Accrued Vacation Payment”"); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s 's estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “"Accrued Reimbursable Expenses”"); (d) provide to the Executive (or the Executive’s 's estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “"Accrued Benefits”"), together with any benefits required to be paid or provided in the event of the Executive’s 's death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s 's estate) or beneficiaries any Incentive Bonus with respect to a prior fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “"Accrued Incentive Bonus”"); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”);and (f) the Executive (or the Executive’s 's estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If (i) Upon termination of the Executive's employment because of death, in addition to the payments pursuant to Section 9(a)(i)(A), the Corporation will pay an amount equal to the post-termination salary provided for in Section 9(a)(i)(B) above to the Executive’s employment hereunder is terminated by reason estate in a lump sum. A lump sum payment made pursuant to this Section 9(c) shall be made as soon as practicable following the Executive’s Termination of Employment but, in all events, shall be made before March 15 of the calendar year following the calendar year in which the Executive’s death or Total Disability occurs. (ii) Upon termination of the Executive's employment because of Disability, in addition to the Company will: (a) payments pursuant to Section 9(a)(i)(A), the Corporation will pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (cpost-termination salary provided for in Section 9(a)(i)(B) subject to Section 4.6 hereof, reimburse the Executive (or in a lump sum and will provide the post-termination medical benefits provided for in Section 9(a)(i)(C). Such post-termination salary amount shall be paid to the Executive in a lump sum as soon as practicable following the date on which the Executive signs and does not revoke the Release of Claims; provided, however, that in all events such amount shall be paid, if then payable, before March 15 of the calendar year following the calendar year in which occurs the Executive’s estateTermination of Employment. Executive shall forfeit the benefits outlined in this Section 9(c)(ii) in the event that Executive fails to execute and deliver the Release of Claims to the Corporation within 21 days (or, if required by applicable law, 45 days) from the last day of Executive's active employment or beneficiaries for expenses incurred by him revokes such Release of Claims prior to the date "Effective Date" (as such term is defined in the Release of termination that are subject to reimbursement pursuant to Claims) of the Release of Claims. Payment of the benefits set forth in this Agreement (the “Accrued Reimbursable Expenses”); (dSection 9(c)(ii) provide to the Executive (or is contingent upon the Executive’s estateexecution of the Release of Claims without revocation within the time period described in the immediately preceding sentence. The parties affirm that it is their intent that such amounts payable under this Section 9(c) or beneficiaries any accrued and vested benefits required to be provided excluded from the application of Code Section 409A by the terms reason of any Company-sponsored benefit plans or programs (the “Accrued Benefits”short-term deferral” rule set forth at Regulation §1.409A-1(b)(4), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus the Executive’s Incentive Bonus for the applicable fiscal year of termination as previously established by the Compensation Committee (the “Target Bonus”); (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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 FOR DEATH OR DISABILITY. If the Executive’s employment hereunder is terminated by reason of the Executive’s death or Total Disability, the Company will: (a) pay the Executive (or the Executive’s estate) or beneficiaries any Base Salary that has accrued but was not paid as of the termination date (the “Accrued Base Salary”); (b) pay the Executive (or the Executive’s estate) or beneficiaries for unused vacation days accrued as of the termination date in an amount equal to the Executive’s Base Salary multiplied by a fraction the numerator of which is the number of accrued unused vacation days and the denominator of which is 260 (the “Accrued Vacation Payment”); (c) subject to Section 4.6 hereof, reimburse the Executive (or the Executive’s estate) or beneficiaries for expenses incurred by him prior to the date of termination that are subject to reimbursement pursuant to this Agreement (the “Accrued Reimbursable Expenses”); (d) provide to the Executive (or the Executive’s estate) or beneficiaries any accrued and vested benefits required to be provided by the terms of any Company-sponsored benefit plans or programs (the “Accrued Benefits”), together with any benefits required to be paid or provided in the event of the Executive’s death or Total Disability under applicable law; (e) pay the Executive (or the Executive’s estate) or beneficiaries any Incentive Bonus with respect to a fiscal year prior to the fiscal year of termination that has been earned and accrued but has not been paid (the “Accrued Incentive Bonus”); plus a pro-rated portion of the Incentive Bonus based on the actual length of service during the year of termination paid within sixty (60) days after the Executive’s Incentive Bonus for the applicable fiscal year date of termination as previously established by the Compensation Committee (the “Target Bonus”);termination; and (f) the Executive (or the Executive’s estate) or beneficiaries shall have the right to exercise all vested unexercised stock options and warrants outstanding at the termination date in accordance with terms of the plans and agreements pursuant to which such options or warrants were issued; and (A) the Executive (or the Executive’s estate) will vest in and have the right to exercise all of the Executive’s outstanding options, restricted stock units, stock appreciation rights, and warrants outstanding at the termination date 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.