Common use of Without Cause by the Company Clause in Contracts

Without Cause by the Company. The Employment Term and this Agreement may be terminated by the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company

Without Cause by the Company. The Employment Term and this Agreement may be terminated by If the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If terminates Employee’s employment is terminated by Without Cause (and it constitutes a separation from service under Section 409A of the Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII Internal Revenue Code and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B accompanying Treasury Regulations (the “ReleaseSection 409A”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, ): (a) a lump sum cash payment in The Company will pay Employee: (1) all earned but unpaid compensation for the time Employee worked through the termination date, to be paid within ten (10) days after the termination date; (2) an amount equal to the full annual Base Salary one year of Employee’s then current base salary in effect, paid equal bi-weekly installments over a twelve (12) month period beginning on the bi-weekly payroll date following the Release becomes irrevocable and effective in accordance with its terms, sixtieth (b60th) day after the Annual Bonus for termination date; (3) an amount equal to a prorated annual bonus. The amount of the year during which Employee’s employment is terminated paid on prorated annual bonus will equal the date that Annual Bonuses are paid to amount of the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefitsannual bonus, if any, due to which Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with would have been entitled if Employee was employed by the plans, policies and practices Company on the last day of the Company year that includes the termination date multiplied by a fraction equal to the number of days which have elapsed in such year through the termination date divided by 365. Such amount, if any, will be paid at the same time as bonuses are paid to current similarly situated employees of the Company. (b) Employee’s stock options and any applicable statute or regulation; providedother equity awards granted after the Effective Date that remain outstanding as of the termination date, howeverwill continue to vest and be exercisable as if Employee was employed during the one-year period following the termination date (or, that if less, the remainder of the original term of the award); (c) If Employee and/or Employee’s spouse and dependents are enrolled in the Company’s medical, dental and/or vision plan as of the termination date, the Employee and/or Employee’s spouse and dependents shall not continue to participate in those plans (whichever applicable), at the same cost applicable to active employees, until the earliest of: (i) the date Employee becomes eligible for any comparable medical, dental, or vision coverage provided by another employer, (ii) the date Employee becomes eligible for Medicare or any similar government-sponsored or provided health care program, or (iii) the first anniversary of the termination date; and (d) The payments and benefits provided under Section 5.2 will be instead of any payments or benefits to which Employee may be entitled under the terms of any severance plan, policy plan or program of the Company or any affiliate of the Company. The expiration of the Employment Term in effect on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companydate.

Without Cause by the Company. The Employment Term and this Agreement may be terminated by If the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s 's employment is terminated by the Company without CauseCause pursuant to Section 8(d) prior to the expiration of the Employment Term, or if the Employee's employment is terminated as a result of the Company's election to not renew the Agreement, as provided in Section 3, the Employee's salary and other benefits specified in Section 4 shall cease at the time of such termination, and the Employee shall only be entitled to receive all salary and bonuses which are accrued through the date of termination and the continuation of his base salary, as then in effect, for the Severance Period (as defined below). In addition, the Employee shall be entitled to receive: 1. (i) continue his participation in the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections XCompany's medical benefit plans for a period of twelve months from the date of termination on the same terms and conditions as in effect during the term of his employment hereunder, XI, XII, XIII and XIV (ii) retain any stock options which have vested through the date of this termination in the manner provided in the Stock Option Agreement, and execution and delivery within 60 days after termination (iii) receive a pro rata portion of Employee’s employment of a release and waiver of all claims the incentive bonus referred to in Section 4(b) for the fiscal year in which the Employee may have against is terminated, subject to the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in Company achieving the form attached hereto as Exhibit B (specified financial targets established by the “Release”)Compensation Committee for such fiscal year, which release must bonus, if earned, will be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal paid to the full annual Base Salary then in effect, paid on Employee at the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses same time as bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if participants in the year of terminationManagement Incentive Bonus Program. The salary payments shall be payable in equal bi-weekly installments, subject to withholding and other applicable taxes. If the Employee obtains other employment during the period in which the Company is required to continue his salary hereunder, the Hurdle amount of compensation received from such other employment source during the period that the Company is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim required to any Annual Bonus amount except as described in make payments under this Section VIII.C.2. 9(b) shall reduce on a dollar-for-dollar basis the payments otherwise required to be made hereunder, unless the Employee shall have no further rights is terminated in connection with a Change of Control, in which event the payments required to any compensation or benefits be made to the Employee under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the CompanySection

Without Cause by the Company. The Employment Term and this Agreement may be terminated by the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If EmployeeExecutive’s employment is terminated by the Company without “Cause” (other than by reason of Disability or death), Employee the Company shall pay to Executive (A) the Accrued Compensation and (B) $1,500,000 payable in cash in 12 equal monthly installments and, notwithstanding any provision of any stock option plan or stock option agreement to the contrary, the Company shall cause Executive’s outstanding stock options to become fully exercisable and nonforfeitable to the extent such stock options are not otherwise fully exercisable and nonforfeitable; provided, however, that the post-employment exercise period for such options shall not be extended beyond the normal post-employment exercise term provided in the applicable option plan and agreement; provided, further, that the Company’s obligations to make the payments described in this Section 7(c)(B) and to cause Executive’s outstanding stock options to become fully exercisable shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employeeand conditioned upon Executive’s continued compliance delivery to the Company of a general release in form and substance reasonably satisfactory to the Company that is effective and irrevocable within 55 days after the date of the termination of Executive’s employment with Sections Xthe Company. Payment of the first installment described in Clause (B) shall be made within five business days after the date Executive’s release becomes irrevocable according to its terms and each subsequent installment shall be paid on first day of each subsequent calendar month; provided, XIfurther, XIIthat if Executive is a specified employee (as such term is defined in Section 409A of the Code), XIII and XIV then, with respect to any payments of this Agreementsuch installment amounts that (x) are not short-term deferrals within the meaning of Section 409A of the Code, (y) would be paid during the first six months following the date of Executive’s termination of employment, and execution and delivery within 60 days after (z) exceed in the aggregate during such six-month period two times the lesser of Executive’s annualized compensation based upon Executive’s annual rate of pay for services during the taxable year of Executive preceding the year in which the termination of Employee’s employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount of compensation that may be taken into account under a release and waiver qualified plan pursuant to Section 401(a)(17) of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus Code for the year in which the termination of employment occurs, such payments of installment amounts in excess of the amount described in clause (z) above that would otherwise have been paid during which Employee’s employment is terminated such six-month period shall be accumulated and paid on the date that Annual Bonuses are is six months after the date of Executive’s termination of employment or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to payment of the majority installment amounts pursuant to this paragraph shall be treated as a right to a series of other Company employees entitled to an Annual Bonus, however, if in separate payments for purposes of Section 409A of the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this AgreementCode. All other benefits, if any, benefits due Employee Executive following a Executive’s termination pursuant to this Section VIII.C of employment by the Company without Cause shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration For the avoidance of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause doubt, delivery by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, of a notice of non-extension as determined provided in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee Section 1 shall not participate in any severance plan, policy or program constitute a termination of the Company or any affiliate of the Companyemployment without Cause hereunder.

Without Cause by the Company. The Employment Term and this Agreement may be terminated by the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle Incentive Fee is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, [(ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, ]and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Without Cause by the Company. The Employment Term and this Agreement may be terminated by date on which the Company provides the Executive with written notice, delivered in accordance with Section 13.d hereof, that his employment has been terminated without Cause Cause. If the Executive’s employment is terminated pursuant to this Section 8.e, and except as otherwise provided in Section 8.g below: (other than by reason i) on the date of Employeesuch termination, Executive shall be entitled to receive (x) his Base Salary earned through the date of such termination, (y) payment for any earned but unused PTO in accordance with Section 6, and (z) any compensation or benefits to which the Executive may otherwise be entitled under the terms of the Company’s death or Disabilitycompensation and benefit plans as in effect at the time of such termination; (ii) following subject to the Executive’s execution and delivery by to the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agentswritten general release, substantially in the form attached hereto as “Exhibit B A” hereto, and provided that the release has become effective and non-revocable, and further provided the Executive’s continued compliance with the terms of such release and Section 9 hereof, the Company shall (A) pay the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in Executive as severance pay an amount equal to the full his annual Base Salary then in effect, paid equal semi-monthly installments in accordance with the Company’s ordinary payroll practices during the twelve (12) month period that begins on the date of such termination; and (B) continue to provide the Release becomes irrevocable and effective Executive with all medical benefits provided to the Executive immediately prior to such termination for so long as the Executive continues to be eligible to participate in accordance with its termsthe applicable medical benefit plan pursuant to which such benefits were provided, after which, provided that the Executive timely elects COBRA coverage, the Company will pay the Executive’s COBRA premiums until the earlier of (bx) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid is 18 months following the date of such termination and (y) the date on which the Executive is no longer eligible to the majority of other Company employees receive COBRA continuation coverage; (iii) Executive shall also be entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) receive any unpaid Annual Bonus payable for any previously completed fiscal yearFiscal Year preceding the year in which such termination occurs, and shall have no claim to any be paid at the time such Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall can be calculated and determined in accordance with the plansprovisions of Section 3.b. Additionally, policies and practices provided that the applicable performance targets for any Annual Bonus payable in respect of the Company and any applicable statute or regulation; providedFiscal Year in which such termination occurs shall have been achieved, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee Executive shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid a pro-rata portion of such Annual Bonus for (payable at the same time as the Annual Bonus would have otherwise been paid in accordance with Section 3.b), such pro-ration to be determined by multiplying any previously completed fiscal yearsuch Annual Bonus by a fraction, the numerator of which is the number of days in the Fiscal Year of such termination during which the Executive was employed by the Company and the denominator of which is 365; and (iv) all of Executive’s vested options or other benefits, if any, as determined vested equity incentive awards shall remain exercisable in accordance with their respective terms and all unvested options or other unvested equity awards shall be cancelled without any consideration therefor, subject to the plans, policies terms and practices conditions of the Company and any applicable statute option or regulation; provided, however, that Employee shall not participate in any severance plan, policy award agreements or program of the Company or any affiliate of the Companyplans.

Without Cause by the Company. The Employment Term and this Agreement Executive’s employment hereunder may be terminated by the Company at any time without Cause (other as defined in Section 5.2) upon not less than by reason of Employee’s death or Disabilityfourteen (14) following the delivery by days prior written notice from the Company to Executive. The effective date of a Notice of Executive’s termination shall be referred to herein as the “Termination to Employee at least 30 days prior to such termination. Date.” If EmployeeExecutive’s employment is terminated by the Company without Causepursuant to this Section 5.1, Employee the Company shall be entitled pay Executive all amounts owed to receive: 1. Executive for work performed prior to the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII Termination Date plus the following amounts and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B consideration (the “ReleaseSeverance Package”), which release must subject to standard payroll deductions and withholdings: (i) the Base Salary through the end of the twelve (12) month period commencing on the Termination Date, to be effective when delivered after giving effect to any post-execution revocation period described therein, (a) paid in a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, sum; (bii) the Annual Bonus for costs associated with continuing the year during benefits which Employee’s employment Executive is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in receive pursuant to Section IV.A 4.3 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the twelve (12) month period commencing on the Termination Date; (iii) the cash value of any accrued but unused PTO, as of the Termination Date; (iv) as provided in Section 4.2.2(a), the Stock Option shall become immediately exercisable as to all option shares without regard to the vesting schedule set forth on the Option Certificate; and (cv) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefitsthe average bonus, if any, due Employee paid by the Company to Executive with respect to the two (2) years preceding the year in which the Termination Date occurs. The payment to Executive of any benefits other than the Severance Package following a the termination of Executive’s employment pursuant to this Section VIII.C 5.1 shall be determined by the Board in its sole discretion in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; providedlaws. For purposes of this Section 5.1, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a “termination without Cause by the Company cause” shall be deemed to occur, and Employee Executive shall be entitled to receive the Severance Package, in the event that any of the following occur and Executive provides to the Company Notice of Termination (ias defined in Section 5.6) within forty-five (45) days thereafter: (a) the Accrued Obligations, Company materially reduces or diminishes Executive’s compensation or responsibilities or title without Cause; (iib) the Pro Rata BonusCompany relocates Executive’s place of employment without Executive’s written consent by a distance of more than fifty (50) miles, if any, with respect excluding any relocation to the year Company’s existing offices in Medford or Woburn, MA which would not constitute a deemed termination; (c) within six (6) months of a Change of Control, the Employment Term expired, Company changes Executive’s reporting relationship so that Executive no longer reports directly to Xxxxxxx X. Xxxx; or (iiid) the Company materially breaches any unpaid Annual Bonus for any previously completed fiscal yearof its obligations to Executive pursuant to this Agreement, and fails to cure such breach within 30 days of receipt of notice thereof. For purposes of the immediately preceding subsection (ivc), any one of the following events shall be considered a “Change of Control” of the Company: (a) all other benefits, if any, the acquisition by any “person” (as determined such term is defined in accordance with Section 3(a)(9) of the plans, policies and practices Securities Exchange Act of 1934) of any amount of the Company’s Common Stock so that such person holds or controls fifty percent (50%) or more of the Company’s Common Stock; (b) the merger or consolidation of the Company and with or into any applicable statute other entity in which the holders of the Company’s outstanding shares of capital stock immediately before such merger or regulation; providedconsolidation do not, howeverimmediately after such merger or consolidation, that Employee shall not participate in any severance plan, policy retain capital stock representing a majority of the voting power of the surviving entity of such merger or program consolidation; (c) a sale of all or substantially all of the assets of the Company or to a third party; (d) within any affiliate twenty-four (24) month period, the election by the stockholders of the Company of twenty percent (20%) or more of the directors of the Company other than pursuant to nomination by the Company’s management; or (e) the execution of a legally binding, definitive agreement approved by the Board of Directors providing for any of the events set forth in (a), (b), (c) or (d) above.

Without Cause by the Company. The Employment Term and this Agreement Company may be terminated by terminate the Employee's employment hereunder at any time, without cause. A. Upon such termination the Company without Cause shall not have any liability or obligation to the Employee hereunder except for (other than by reason i) unpaid salary, (ii) incentive compensation in respect of Employee’s death or Disabilityperiods (including partial periods) following prior to termination, (iii) benefits including unreimbursed expenses accrued to the delivery by date of termination and which are payable upon termination, (iv) any obligation arising under any of the Company of a Notice of Termination Company's (and ALC's) stock option plans and stock awards, (v) the salary to which the Employee would have been entitled for the succeeding twenty-four months, payable in installments at least 30 days the time the same would have become due but for the termination, as well as during such time period all employee benefits to which Employee was entitled prior to such termination, other than any officer perquisites and 401(k) plan participation, and upon substantially the same terms and conditions including, but not limited to, Life, Health and Long-term Disability Insurance coverage; provided, however, that if Employee obtains full-time employment prior to the expiration of the applicable period, the provision of these benefits shall terminate, although the salary shall continue for the remainder of the period, and (vi) compensation equivalent to the sum of the prior incentive compensation awards for the two fiscal years immediately preceding said termination, payable pro rata over the period during which the salary is to be paid to Employee pursuant to Subsection 7.4(A)(v) herein. B. Notwithstanding anything to the contrary in this Section 7.4, if Employee's termination occurs prior to August 16, 1996, the compensation payable to Employee under Section 7.4(A)(vi) shall be reduced by $500,000, and an identical sum (payable over the same period) shall be paid to Employee as consideration for the noncompete described in Section 5.2. If Employee’s For each month following August 15, 1996 during which no termination of employment is terminated occurs, the amount of consideration reallocated under this Section 7.4(B) shall be reduced by $41,666.67. Thus, for example, if the Company without Causeterminates Employee on February 16, 1997, the amount of consideration reallocated under this Section 7.4 shall be $250,000, computed as [$500,000 - ($41,666.67 x 6)]. C. Upon termination under this Section 7.4 (or Section 7.5 below), Employee shall be entitled to receive: 1. exercise all stock options previously granted to him by ALC, for a period of twelve months following such termination date, or such period as specified under the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV terms of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if anyALC's 1990 Stock Option Plan, as determined in accordance with the plansamended, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companywhichever is longer.

Without Cause by the Company. For Good Reason by Employee. The Employment Term and Company may voluntarily terminate this Agreement "without cause" upon sixty (60) days prior written notice to Employee, and Employee may voluntarily terminate this Agreement "for good reason" upon sixty (60) days prior written notice to the Company. For purposes hereof, the term "for good reason" shall include, but not be terminated limited to, the commission of any of the following by the Company without Cause (other than by reason Company: reduction of Employee’s death 's minimum base salary; assignment to Employee of duties inconsistent with his duties, responsibilities or Disability) following the delivery by status with the Company of a Notice of Termination as Chief Financial Officer; material change in Employee's reporting responsibilities, title or office; diminution in Employee's employee benefits; failure to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the cure any Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A breach of this Agreement within fifteen (15) days following the Company's receipt from Employee of written notice of such breach. In the event of such termination, all compensation (including without limitation the Salary and (c) any unpaid Annual Bonus for any previously completed fiscal year, perquisites and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other fringe benefits, if any) to which Employee would otherwise be entitled (for periods after the effective date of the termination) shall be discontinued and forfeited as of the effective date of such termination. Notwithstanding the foregoing, due upon the occurrence of such termination by the Company "without cause" or by Employee "for good reason" (as such term is defined above) the following shall occur: (i) Employee shall be paid any and all accrued and unpaid Salary, bonuses and any and all unreimbursed expenses for periods prior and up to the effective date of termination, and Employee shall be paid the aggregate Salary that Employee would otherwise have been entitled to receive during the remaining term of this Agreement had Employee's employment not terminated; (ii) Employee shall be paid severance compensation equal to eighteen (18) months of base Salary at the rate of base Salary in effect immediately preceding the date of termination but never less than the base salary listed in 3 (a) above; (iii) all unvested options granted pursuant to Section 4 hereof and all unvested options granted subsequent to the effective date of this Agreement shall immediately vest; and (iv) Employee shall receive from the Company, at the Company's expense, all benefits set forth in Section 3 (e) for one (1) year following such termination; provided however, that during such period, should a third party provide any such benefit(s) to Employee, the Company's obligation pursuant to this paragraph to provide the benefit(s) being so provided by the third party shall be reduced by the amount and to the extent such benefit(s) is (are) provided to Employee by such third party. The Company shall pay the amounts set forth under paragraphs 5(b)(i) and 5(b)(ii) above in a lump sum amount within thirty (30) days after Employee's date of termination of employment under this Section 5(b). Termination of Employee's employment hereunder by reason of the death of Employee or the "permanent and total disability" (as that term is defined and construed under Section 22 (e) (3) of the Internal Revenue Code of 1986, as amended, and any regulations or rulings promulgated there under) of Employee shall be deemed termination of this Agreement pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive 5 (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companyb).

Without Cause by the Company. For Good Reason by Employee. The Employment Term and Company may voluntarily terminate this Agreement "without cause" upon sixty (60) days prior written notice to Employee, and Employee may voluntarily terminate this Agreement "for good reason" upon sixty (60) days prior written notice to the Company. For purposes hereof, the term "for good reason" shall include, but not be terminated limited to, the commission of any of the following by the Company without Cause (other than by reason Company: reduction of Employee’s death 's minimum base salary; assignment to Employee of duties inconsistent with his duties, responsibilities or Disability) following the delivery by status with the Company as Vice President of a Notice of Termination Business Development ; material change in Employee's reporting responsibilities, title or office; diminution in Employee's employee benefits; failure to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the cure any Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A breach of this Agreement within fifteen (15) days following the Company's receipt from Employee of written notice of such breach. In the event of such termination, all compensation (including without limitation the Salary and (c) any unpaid Annual Bonus for any previously completed fiscal year, perquisites and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other fringe benefits, if any) to which Employee would otherwise be entitled (for periods after the effective date of the termination) shall be discontinued and forfeited as of the effective date of such termination. Notwithstanding the foregoing, due upon the occurrence of such termination by the Company "without cause" or by Employee "for good reason" (as such term is defined above) the following shall occur: (i) Employee shall be paid any and all accrued and unpaid Salary, bonuses and any and all unreimbursed expenses for periods prior and up to the effective date of termination, and Employee shall be paid the aggregate Salary that Employee would otherwise have been entitled to receive during the remaining term of this Agreement had Employee's employment not terminated; (ii) Employee shall be paid severance compensation equal to eighteen (18) months of base Salary at the rate of base Salary in effect immediately preceding the date of termination but never less than the base salary listed in 3 (a) above; (iii) all unvested options granted pursuant to Section 4 hereof and all unvested options granted subsequent to the effective date of this Agreement shall immediately vest; and (iv) Employee shall receive from the Company, at the Company's expense, all benefits set forth in Section 3 (e) for one (1) year following such termination; provided however, that during such period, should a third party provide any such benefit(s) to Employee, the Company's obligation pursuant to this paragraph to provide the benefit(s) being so provided by the third party shall be reduced by the amount and to the extent such benefit(s) is (are) provided to Employee by such third party. The Company shall pay the amounts set forth under paragraphs 5(b)(i) and 5(b)(ii) above in a lump sum amount within thirty (30) days after Employee's date of termination of employment under this Section 5(b). Termination of Employee's employment hereunder by reason of the death of Employee or the "permanent and total disability" (as that term is defined and construed under Section 22 (e) (3) of the Internal Revenue Code of 1986, as amended, and any regulations or rulings promulgated there under) of Employee shall be deemed termination of this Agreement pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive 5 (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companyb).

Without Cause by the Company. The Employment Term and this Agreement may be terminated by If the Company without terminates Employee's employment Without Cause (other than by reason and it constitutes a separation from service under Section 409A of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee shall be entitled to receive:Internal Revenue Code and accompanying Treasury Regulations ("Section 409A")): 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in The Company will pay Employee: (1) all earned but unpaid compensation for the time Employee worked through the termination date, to be paid within ten (10) days after the termination date; (2) an amount equal to the full annual Base Salary one year of Employee's then current base salary in effect, paid equal bi-weekly installments over a twelve (12) month period beginning on the bi-weekly payroll date following the Release becomes irrevocable and effective in accordance with its terms, sixtieth (b60th) day after the Annual Bonus for termination date; (3) An amount equal to a prorated annual bonus. The amount of the year during which Employee’s employment is terminated paid on prorated annual bonus will equal the date that Annual Bonuses are paid to amount of the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefitsannual bonus, if any, due to which Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with would have been entitled if Employee was employed by the plans, policies and practices Company on the last day of the Company year that includes the termination date multiplied by a fraction equal to the number of days which have elapsed in such year through the termination date divided by 365. Such amount, if any, will be paid at the same time as bonuses are paid to current similarly situated employees of the Company. (b) Employee's stock options and any applicable statute or regulation; providedother equity awards granted after the Effective Date that remain outstanding as of the termination date, howeverwill continue to vest and be exercisable as if Employee was employed during the one-year period following the termination date (or, that if less, the remainder of the original term of the award); (c) If Employee and/or Employee's spouse and dependents are enrolled in the Company's medical, dental and/or vision plan as of the termination date, the Employee and/or Employee's spouse and dependents shall not continue to participate in those plans (whichever applicable), at the same cost applicable to active employees, until the earliest of: (i) the date Employee becomes eligible for any comparable medical, dental, or vision coverage provided by another employer, (ii) the date Employee becomes eligible for Medicare or any similar government-sponsored or provided health care program, or (iii) the first anniversary of the termination date; and (d) The payments and benefits provided under Section 5.2 will be instead of any payments or benefits to which Employee may be entitled under the terms of any severance plan, policy plan or program of the Company or any affiliate of the Company. The expiration of the Employment Term in effect on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companydate.

Without Cause by the Company. The (i) through the date which is sixty (60) days from the Closing Date, the Employment Term and this Agreement the Executive's employment hereunder may be terminated by the Company without Cause "Cause" (other than by reason of Employee’s death his Disability or Disabilitydeath) and the Executive shall be solely entitled to the following payments and benefits within 30 days after the delivery effective date of the termination: (A) accrued but unpaid Base Salary through the date of termination, (B) unpaid Stay Bonus, together with interest calculated pursuant to Section 4 hereof, (C) compensation for any unused vacation the Executive may have accrued, (D) reimbursement of such expenses as the Executive may have properly incurred on behalf of the Company as provided in Section 8 above, prior to the effective date of the termination and (E) continuation of his participation in any and all employee benefit plans or other employee benefits provided by Section 7(a), (b) and (c) hereof to the extent permitted under the terms of such plans or program through the date which is 18 months from the effective date of such termination. In the event that the terms of the Company's health plan do not permit the Executive to continue to participate in such plan, the Company shall reimburse the Executive through the date which is 18 months from the effective date of such termination for the cost of health care coverage (whether through "COBRA" or such other mutually agreed upon arrangement) for the Executive and his dependents (as such term is used in the Company health plan), if any. (ii) The Employment Term and the Executive's employment hereunder may be terminated by the Company of a company without "Cause" upon Notice of Termination (as defined below) to Employee at least 30 days prior to such terminationthe Executive. If Employee’s the Executive's employment is terminated by the Company without "Cause" (other than by reason of his Disability or death) after the date which is sixty (60) days from the Closing Date, Employee but prior to the last day of the Employment Term, the Executive shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery receive within 60 30 days after the effective date of such termination any (A) accrued but unpaid Base Salary through the date of Employee’s employment of a release and waiver of all claims Employee termination, (B) unpaid Stay Bonus together with interest calculated pursuant to Section 4, hereof, (C) compensation for any unused vacation that the Executive may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described thereinaccrued, (aD) a lump sum cash prorated payment in an amount equal with respect to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid with respect to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of such termination and (E) reimbursement for such expenses as the Executive may have properly incurred on behalf of the Company as provided in Section 8 above, prior to the effective date of the termination. In addition, the Executive shall (I) continue to receive his Base Salary as in effect as of the date of such termination, through the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A later of this Agreement and (cX) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim the last date of the Employment Term (without regard to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a the termination of employment pursuant to this Section VIII.C shall be determined 9(c)(i)) or (Y) one year following the date of such termination and (II) continue to participate in accordance with any and all employee benefit plans or other employee benefits provided by Section 7 hereof to the extent permitted under the terms of such plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee the Executive's right to continue -------- ------- to receive the Base Salary payments pursuant to this Section 9(c)(ii) shall not participate in cease immediately upon a violation by the Executive of any severance planprovision of Sections 10, policy 1l or program 12 of the Company or any affiliate of the CompanyAgreement. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee Such Base Salary continuation shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company's regular payroll practices.

Without Cause by the Company. The Employment Term and this Agreement may be terminated by date on which the Company provides the Executive with written notice, delivered in accordance with Section 11.d hereof, that his employment has been terminated without Cause Cause. If the Executive’s employment is terminated pursuant to this Section 8.e: (other than by reason i) on the date of Employeesuch termination, Executive shall be entitled to receive (x) his Base Salary earned through the date of such termination, (y) payment for any earned but unused PTO in accordance with Section 6, and (z) any compensation or benefits to which the Executive may otherwise be entitled under the terms of the Company’s death or Disabilitycompensation and benefit plans as in effect at the time of such termination; (ii) following subject to the Executive’s execution and delivery by to the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agentswritten general release, substantially in the form attached hereto as “Exhibit B A” hereto, and the Executive’s continued compliance with the terms of such release and Section 9 hereof, the Company shall (A) pay the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in Executive an amount equal to the full annual one half his Base Salary then in effect, paid equal semi-monthly installments in accordance with the Company’s ordinary payroll practices during the six month period that begins on the date of such termination; provided, however, that to the Release becomes irrevocable extent that the total amount to be paid to the Executive pursuant to the foregoing clause (A) is less than $150,000, then the difference between the total amount paid and effective $150,000 shall be paid to the Executive in accordance a lump sum on the last payroll date that occurs during such six month period; and (B) continue to provide the Executive with its termsall medical benefits provided to the Executive immediately prior to such termination for so long as the Executive continues to be eligible to participate in the applicable medical benefit plan pursuant to which such benefits were provided, after which, provided that the Executive timely elects COBRA coverage, the Company will pay the Executive’s COBRA premiums until the earlier of (bx) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid is 18 months following the date of such termination and (y) the date on which the Executive is no longer eligible to the majority of other Company employees receive COBRA continuation coverage; (iii) Executive shall also be entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) receive any unpaid Annual Bonus payable for any previously completed fiscal yearFiscal Year preceding the year in which such termination occurs, to be paid at the time such Annual Bonus amount can be calculated and determined in accordance with the provisions of Section 3.b. Executive shall have no claim not, however, be entitled to receive any Annual Bonus amount except or portion thereof for the Fiscal Year in which such termination occurs; and (iv) all vested Options shall remain exercisable in accordance with their terms and all unvested Options shall be cancelled without any consideration therefor. Except as described expressly provided in this Section VIII.C.2. Employee Sections 8.a-e hereof, upon the termination of the Executive’s employment hereunder, the Executive shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of from the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Without Cause by the Company. The Employment Term and this Agreement the ---------------------------- Executive's employment hereunder may be terminated by the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a "Cause" upon Notice of Termination (as defined in Section 7(g)) to Employee at least 30 days prior to such terminationthe Executive. If Employee’s the Executive's employment is terminated by the Company without "Cause" (other than by reason of Disability or death), Employee the Executive shall receive within 15 days following such termination of employment, a lump sum payment equal to the sum of: (1) his annual Base Salary as in effect as of the date of such termination and (2) any accrued and unpaid vacation. In addition, the Company shall provide continued health coverage to the Executive and his dependents at its expense (through the payment of "COBRA" premiums on behalf of the Executive) through the earlier of: (A) twelve (12) months following such termination or (B) the date the Executive secures medical coverage comparable to or better than that which is provided by the Company on the effective date of his termination with the Company. In addition, in the event the Executive is terminated by the Company pursuant to this Section 7(c), on or after the first anniversary of the Commencement Date, he shall be entitled to receive: 1receive the Bonus, if any, he would have received with respect to the calendar year in which such termination occurred had he continued in the employ of the Company through the last day of such calendar year. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after Upon termination of Employee’s the Executive's employment of a release and waiver of all claims Employee may have against by the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”Company without Cause pursuant to this Section 7(c), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee Executive shall have no further rights rights, other than those set forth in this Section 7(c), to any compensation or any other benefits under this the Agreement; provided, that, the foregoing is not in any way intended to limit the right of -------- the Executive to exercise the vested portion of the Option in accordance with the terms of the applicable stock option agreements. All other benefits, if any, due Employee the Executive following a termination pursuant to this Section VIII.C 7(c) shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulationCompany; provided, however, that Employee the Executive shall not participate in any severance -------- ------- plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Without Cause by the Company. The Employment Term and this Agreement Company may be terminated by the Company terminate Executive’s employment hereunder at any time without Cause (other than by reason as defined in Section 5.4) to be effective immediately upon delivery of Employeenotice thereof. The effective date of Executive’s death or Disability) following termination shall be referred to herein as the delivery by the Company of a Notice of “Termination to Employee at least 30 days prior to such termination. Date.” If EmployeeExecutive’s employment is terminated by the Company without Causepursuant to this Section 5.1 on or before December 31, Employee 2010, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date (including any bonus granted but not yet paid), the cash value of any accrued but unused PTO as of the Termination Date, plus the following amounts and consideration, subject to standard payroll scheduling, deductions and withholdings (the “Severance Package”), provided Executive satisfies the conditions set forth at the end of this paragraph (the “Severance Conditions”): the Company costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.2 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the 12 month period following the Termination Date. The payment to Executive of any benefits or consideration other than the foregoing following the termination of Executive’s employment pursuant to this Section 5.1 shall be entitled determined by the Board in its sole discretion in accordance with the policies and practices of the Company and applicable laws. The parties agree that the Executive shall not be eligible for the Severance Package unless and until 28 days (including a 7 day revocation period) after Executive has first satisfied and continues to receivesatisfy the Severance Conditions, as follows: 1. the Accrued Obligations; and 2. subject to Employee’s continued (a) full compliance with Sections Xthe Employee Confidentiality, XIAssignment of Inventions, XII, XIII Non-Competition and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form Non-Solicitation Agreement attached hereto as Exhibit B (the “ReleaseNDA”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, ; (b) the Annual Bonus for the year during which Employeecompliance with Executive’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of obligations under this Agreement Agreement; and (c) any unpaid Annual Bonus for any previously completed fiscal yearexecution of a waiver and release of claims in favor of RWW and the Company prior to the Transaction Date, and shall have no claim subsequent thereto in favor of Avatech and the Avatech Entities, related to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance Executive’s employment with the plans, policies and practices of Company substantially in the Company and any applicable statute or regulation; provided, however, that Employee shall not participate form set forth in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the CompanyExhibit C attached hereto.

Without Cause by the Company. The (i) Through the date which is sixty (60) days from the Closing Date, the Employment Term and this Agreement the Executive's employment hereunder may be terminated by the Company without Cause "Cause" (other than by reason of Employee’s death his Disability or Disabilitydeath) and the Executive shall be solely entitled to the following payments and benefits within 30 days after the delivery effective date of the termination: (A) accrued but unpaid Base Salary through the date of termination, (B) unpaid Stay Bonus, together with interest calculated pursuant to Section 4 hereof, (C) compensation for any unused vacation the Executive may have accrued, (D) reimbursement of such expenses as the Executive may have properly incurred on behalf of the Company as provided in Section 8 above, prior 8 to the effective date of the termination and (E) continuation of his participation in any and all employee benefit plans or other employee benefits provided by Section 7(a), (b) and (c) hereof to the extent permitted under the terms of such plans or program through the third anniversary of the effective date of such termination. In the event that the terms of the Company's health plan do not permit the Executive to continue to participate in such plan, the Company shall reimburse the Executive through the third anniversary of the effective date of such termination for the cost of health care coverage (whether through "COBRA" or such other mutually agreed upon arrangement) for the Executive and his dependents (as such term is used in the Company health plan), if any. (ii) The Employment Term and the Executive's employment hereunder may be terminated by the Company of a without "Cause" upon Notice of Termination (as defined below) to Employee at least 30 days prior to such terminationthe Executive. If Employee’s the Executive's employment is terminated by the Company without "Cause" (other than by reason of his Disability or death) after the date which is sixty (60) days from the Closing Date, Employee but prior to the last day of the Employment Term, the Executive shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery receive within 60 30 days after the effective date of the termination any (A) accrued but unpaid Base Salary through the date of termination, (B) unpaid Stay Bonus, together with interest calculated pursuant to Section 4 hereof, (C) compensation for any unused vacation that the Executive may have accrued, (D) a prorated payment with respect to the Bonus with respect to the year of such termination and (E) reimbursement for such expenses as the Executive may have properly incurred on behalf of the Company as provided in Section 8 above, prior to the effective date of the termination. In addition, the Executive shall (I) continue to receive his Base Salary as in effect as of the date of such termination, through the later of (X) the last date of the Employment Term (without regard to the termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B pursuant to this Section 9(c)(i)) or (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (aY) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on one year following the date the Release becomes irrevocable of such termination and effective (II) continue to participate in accordance with its termsany and all employee benefit plans or other employee benefits provided by Section 7(a), (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim hereof to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits the extent permitted under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the terms of such plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee the Executive's right to continue to receive the Base -------- ------- Salary payments pursuant to this Section 9(c)(ii) shall not participate in cease immediately upon a violation by the Executive of any severance planprovision of Sections 10, policy 11 or program 12 of the Company or any affiliate of the CompanyAgreement. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee Such Base Salary continuation shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company's regular payroll practices.

Without Cause by the Company. The (i) through the date which is sixty (60) days from the Closing Date, the Employment Term and this Agreement the Executive's employment hereunder may be terminated by the Company without Cause (other "Cause"(other than by reason of Employee’s death his Disability or Disabilitydeath) and the Executive shall be solely entitled to the following payments and benefits within 30 days after the delivery effective date of the termination: (A) accrued but unpaid Base Salary through the date of termination, (B) unpaid Stay Bonus, together with interest calculated pursuant to Section 4 hereof, (C) compensation for any unused vacation the Executive may have accrued, (D) reimbursement of such expenses as the Executive may have properly incurred on behalf of the Company as provided in Section 8 above, prior to the effective date of the termination and (E) continuation of his participation in any and all employee benefit plans or other employee benefits provided by Section 7 hereof to the extent permitted under the terms of such plans or program through the date which is 18 months from the effective date of such termination. In the event that the terms of the Company's health plan do not permit the Executive to continue to participate in such plan, the Company shall reimburse the Executive through the date which is 18 months from the effective date of such termination for the cost of health care coverage (whether through "COBRA" or such other mutually agreed upon arrangement) for the Executive and his dependents (as such term is used in the Company health plan), if any. (ii) The Employment Term and the Executive's employment hereunder may be terminated by the Company of a without "Cause" upon Notice of Termination (as defined below) to Employee at least 30 days prior to such terminationthe Executive. If Employee’s the Executive's employment is terminated by the Company without "Cause" (other than by reason of his Disability or death) after the date which is sixty (60) days from the Closing Date, Employee but prior to the last day of the Employment Term, the Executive shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery receive within 60 30 days after the effective date of such termination any (A) accrued but unpaid Base Salary through the date of Employee’s employment of a release and waiver of all claims Employee termination, (B) unpaid Stay Bonus together with interest calculated pursuant to Section 4, hereof, (C) compensation for any unused vacation that the Executive may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described thereinaccrued, (aD) a lump sum cash prorated payment in an amount equal with respect to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance Bonus with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid respect to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of such termination and (E) reimbursement for such expenses as the Executive may have properly incurred on behalf of the Company as provided in Section 8 above, prior to the effective date of the termination. In addition, the Executive shall (I) continue to receive his Base Salary as in effect as of the date of such termination, through the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A later of this Agreement and (cX) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim the last date of the Employment Term (without regard to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a the termination of employment pursuant to this Section VIII.C shall be determined 9(c)(ii)) or (Y) one year following the date of such termination and (II) continue to for such period to participate in accordance with any and all employee benefit plans or other employee benefits provided by Section 7 hereof to the extent permitted under the terms of such plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee the -------- ------- Executive's right to continue to receive the Base Salary payments pursuant to this Section 9(c)(ii) shall not participate in cease immediately upon a violation by the Executive of any severance planprovision of Sections 10, policy 11 or program 12 of the Company or any affiliate of the CompanyAgreement. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee Such Base Salary continuation shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company's regular payroll practices.

Without Cause by the Company. The Employment Term and this Agreement may be terminated by the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If EmployeeExecutive’s employment is terminated by the Company without “Cause” (other than by reason of Disability or death), Employee the Company shall pay to Executive (A) the Accrued Compensation and (B) $1,000,000 payable in cash in 12 equal monthly installments and, notwithstanding any provision of any stock option plan or stock option agreement to the contrary, the Company shall cause Executive’s outstanding stock options to become fully exercisable and nonforfeitable to the extent such stock options are not otherwise fully exercisable and nonforfeitable; provided, however, that the post-employment exercise period for such options shall not be extended beyond the normal post-employment exercise term provided in the applicable option plan and agreement; provided, further, that the Company’s obligations to make the payments described in this Section 7(c)(B) and to cause Executive’s outstanding stock options to become fully exercisable shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employeeand conditioned upon Executive’s continued compliance delivery to the Company of a general release in form and substance reasonably satisfactory to the Company that is effective and irrevocable within 55 days after the date of the termination of Executive’s employment with Sections Xthe Company. Payment of the first installment described in Clause (B) shall be made within five business days after the date Executive’s release becomes irrevocable according to its terms and each subsequent installment shall be paid on first day of each subsequent calendar month; provided, XIfurther, XIIthat if Executive is a specified employee (as such term is defined in Section 409A of the Code), XIII and XIV then, with respect to any payments of this Agreementsuch installment amounts that (x) are not short-term deferrals within the meaning of Section 409A of the Code, (y) would be paid during the first six months following the date of Executive’s termination of employment, and execution and delivery within 60 days after (z) exceed in the aggregate during such six-month period two times the lesser of Executive’s annualized compensation based upon Executive’s annual rate of pay for services during the taxable year of Executive preceding the year in which the termination of Employee’s employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount of compensation that may be taken into account under a release and waiver qualified plan pursuant to Section 401(a)(17) of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus Code for the year in which the termination of employment occurs, such payments of installment amounts in excess of the amount described in clause (z) above that would otherwise have been paid during which Employee’s employment is terminated such six-month period shall be accumulated and paid on the date that Annual Bonuses are is six months after the date of Executive’s termination of employment or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to payment of the majority installment amounts pursuant to this paragraph shall be treated as a right to a series of other Company employees entitled to an Annual Bonus, however, if in separate payments for purposes of Section 409A of the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this AgreementCode. All other benefits, if any, benefits due Employee Executive following a Executive’s termination pursuant to this Section VIII.C of employment by the Company without Cause shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration For the avoidance of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause doubt, delivery by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, of a notice of non-extension as determined provided in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee Section 1 shall not participate in any severance plan, policy or program constitute a termination of the Company or any affiliate of the Companyemployment without Cause hereunder.

Without Cause by the Company. The Material Breach by the Company. In the event that the Employment Term and this Agreement may be Period is terminated pursuant to Section 3.2(e) or Section 3.2(f) hereof, the Company will pay to Executive: (i) the Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is received; (ii) in lieu of any further salary or other payments to Executive for periods subsequent to the Date of Termination, the Company will pay as severance pay to Executive, on the 10th business day following the Date of Termination (the "Payment Date"), a lump sum equal to the higher of (A) $250,000, or (B) two (2) times the sum of (I) Executive's then current annual Base Salary (unless the Employment Period has been terminated by the Company without Cause (other than Executive pursuant to Section 3.2(f) hereof by reason of Employee’s death or Disability) following the delivery a reduction by the Company of a Notice of Termination to Employee at least 30 days Executive's Base Salary, in which case Executive's Base Salary immediately prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee reduction shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreementused), and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (bII) the Annual sum of Executive's most recent Gross Revenue Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual and Net Earnings Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program the event of the Company imposition of an excise tax on Executive under Section 4999 or any affiliate 280(G) of the Company. The expiration Internal Revenue Code of 1986, as amended, as the Employment Term on the last date of the Initial Employment Term same may be amended or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by renumbered from time to time, the Company and Employee shall be entitled to receive (i) reimburse Executive for the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, full amount of such excise tax; (iii) the Company will reimburse Executive for all reasonable legal fees and expenses incurred by Executive in enforcing any unpaid Annual Bonus for any previously completed fiscal year, and right or benefit provided by this Section 3.3(b); and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company will maintain all life insurance, medical, health and accident, and disability plans and programs in which Executive was entitled to participate immediately prior to the Date of Termination in full force and effect, for Executive's continued benefit until the earlier of (A) twelve (12) months from the Date of Termination, or (B) the date on which Executive is covered for such benefits by reason of his being employed with any applicable statute other person or regulationentity; provided, however, that Employee shall not participate in any severance plan, policy or program of Executive's continued participation is possible under the Company or any affiliate general terms and provisions of the Company's plans and programs. In the event that Executive's participation in any such plan or program is barred, the Company, at its sole cost and expense, will use its reasonable efforts to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans and programs.

Without Cause by the Company. The Employment Term Term, and this Agreement Executive's employment hereunder, may be terminated by the Company without Cause (other than by reason of Employee’s death or Executive's Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such terminationExecutive. If Employee’s Executive's employment is terminated by the Company without CauseCause (other than by reason of Disability) , Employee Executive shall be entitled to receive: 1, within ten (10) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. the Accrued Obligations; and 2. In addition, subject to Employee’s continued Executive's compliance with Sections X9, XI10 and 11, XIIExecutive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination; provided, XIII and XIV however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of this Agreementthe Code, and execution and delivery within 60 days after Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of her termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment and the remainder of such payments shall thereafter be paid in an amount equal to bi-weekly installments through the full annual Base Salary then in effect, paid on first anniversary of the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this the Agreement. All other benefits, if any, due Employee Executive following a termination pursuant to this the Section VIII.C 8 (c) shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulationCompany; provided, however, that Employee Executive shall not participate in any severance plan, policy or program of the Company or any affiliate Company. If Executive's employment is terminated pursuant to the Section 8 (c), the continued payment of Base Salary shall be subject to Employee's execution of a release in favor of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice , its affiliates and their respective officers, directors and employees in such form as contemplated by Section I.B shall not may be considered a termination without Cause required by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company.

Without Cause by the Company. For Good Reason by Employee. The Employment Term and Company may voluntarily terminate this Agreement "without cause" upon sixty (60) days prior written notice to Employee, and Employee may voluntarily terminate this Agreement "for good reason" upon sixty (60) days prior written notice to the Company. For purposes hereof, the term "for good reason" shall include, but not be terminated limited to, the commission of any of the following by the Company without Cause (other than by reason Company: reduction of Employee’s death 's minimum base salary; assignment to Employee of duties inconsistent with his duties, responsibilities or Disability) following the delivery by status with the Company of a Notice of Termination as Chief Technology Officer and Executive Vice President; material change in Employee's reporting responsibilities, title or office; diminution in Employee's employee benefits; failure to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the cure any Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A breach of this Agreement within fifteen (15) days following the Company's receipt from Employee of written notice of such breach. In the event of such termination, all compensation (including without limitation the Salary and (c) any unpaid Annual Bonus for any previously completed fiscal year, perquisites and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other fringe benefits, if any) to which Employee would otherwise be entitled (for periods after the effective date of the termination) shall be discontinued and forfeited as of the effective date of such termination. Notwithstanding the foregoing, due upon the occurrence of such termination by the Company "without cause" or by Employee "for good reason" (as such term is defined above) the following shall occur: (i) Employee shall be paid any and all accrued and unpaid Salary, bonuses and any and all unreimbursed expenses for periods prior and up to the effective date of termination, and Employee shall be paid the aggregate Salary that Employee would otherwise have been entitled to receive during the remaining term of this Agreement had Employee's employment not terminated; (ii) Employee shall be paid severance compensation equal to eighteen (18) months of base Salary at the rate of base Salary in effect immediately preceding the date of termination but never less than the base salary listed in 3 (a) above; (iii) all unvested options granted pursuant to Section 4 hereof and all unvested options granted subsequent to the effective date of this Agreement shall immediately vest; and (iv) Employee shall receive from the Company, at the Company's expense, all benefits set forth in Section 3 (e) for one (1) year following such termination; provided however, that during such period, should a third party provide any such benefit(s) to Employee, the Company's obligation pursuant to this paragraph to provide the benefit(s) being so provided by the third party shall be reduced by the amount and to the extent such benefit(s) is (are) provided to Employee by such third party. The Company shall pay the amounts set forth under paragraphs 5(b)(i) and 5(b)(ii) above in a lump sum amount within thirty (30) days after Employee's date of termination of employment under this Section 5(b). Termination of Employee's employment hereunder by reason of the death of Employee or the "permanent and total disability" (as that term is defined and construed under Section 22 (e) (3) of the Internal Revenue Code of 1986, as amended, and any regulations or rulings promulgated there under) of Employee shall be deemed termination of this Agreement pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive 5 (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companyb).

Without Cause by the Company. For Good Reason by Employee. The Employment Term and Company may voluntarily terminate this Agreement "without cause" upon sixty (60) days prior written notice to Employee, and Employee may voluntarily terminate this Agreement "for good reason" upon sixty (60) days prior written notice to the Company. For purposes hereof, the term "for good reason" shall include, but not be terminated limited to, the commission of any of the following by the Company without Cause (other than by reason Company: reduction of Employee’s death 's minimum base salary; assignment to Employee of duties inconsistent with his duties, responsibilities or Disability) following the delivery by status with the Company of a Notice of Termination as Chief Executive Officer; material change in Employee's reporting responsibilities, title or office; diminution in Employee's employee benefits; failure to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the cure any Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A breach of this Agreement within fifteen (15) days following the Company's receipt from Employee of written notice of such breach. In the event of such termination, all compensation (including without limitation the Salary and (c) any unpaid Annual Bonus for any previously completed fiscal year, perquisites and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other fringe benefits, if any) to which Employee would otherwise be entitled (for periods after the effective date of the termination) shall be discontinued and forfeited as of the effective date of such termination. Notwithstanding the foregoing, due upon the occurrence of such termination by the Company "without cause" or by Employee "for good reason" (as such term is defined above) the following shall occur: (i) Employee shall be paid any and all accrued and unpaid Salary, bonuses and any and all unreimbursed expenses for periods prior and up to the effective date of termination, and Employee shall be paid the aggregate Salary that Employee would otherwise have been entitled to receive during the remaining term of this Agreement had Employee's employment not terminated; (ii) Employee shall be paid severance compensation equal to eighteen (18) months of base Salary at the rate of base Salary in effect immediately preceding the date of termination but never less than the base salary listed in 3 (a) above; (iii) all unvested options granted pursuant to Section 4 hereof and all unvested options granted subsequent to the effective date of this Agreement shall immediately vest; and (iv) Employee shall receive from the Company, at the Company's expense, all benefits set forth in Section 3 (e) for one (1) year following such termination; provided however, that during such period, should a third party provide any such benefit(s) to Employee, the Company's obligation pursuant to this paragraph to provide the benefit(s) being so provided by the third party shall be reduced by the amount and to the extent such benefit(s) is (are) provided to Employee by such third party. The Company shall pay the amounts set forth under paragraphs 5(b)(i) and 5(b)(ii) above in a lump sum amount within thirty (30) days after Employee's date of termination of employment under this Section 5(b). Termination of Employee's employment hereunder by reason of the death of Employee or the "permanent and total disability" (as that term is defined and construed under Section 22 (e) (3) of the Internal Revenue Code of 1986, as amended, and any regulations or rulings promulgated there under) of Employee shall be deemed termination of this Agreement pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive 5 (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Companyb).