Termination by the Company for Cause and by Employee without Good Reason. If Employee's employment is terminated during the Employment Term by the Company for Cause or by Employee without Good Reason, the Company's only obligation under this Agreement shall be payment of any Accrued Obligations.

Termination by the CompanyWithout Cause or for Cause and by Employee without Good Reason. If Employee's employment is terminatedIf, during the Employment Term byPeriod, the Company forEmployer shall Terminate Employee’s employment Without Cause or by Employee withoutshall Terminate Employee’s employment for Good Reason, the Company'then in consideration of Employee’s only obligation under this Agreement shall be payment of any Accrued Obligations.services rendered prior to such Termination;

Termination Without Cause or for Good Reason. Your employment hereunder may be terminated by you for Good Reason or by the Company for Causeor the Board without Cause. In the event of such termination, you shall be entitled to receive the Accrued Amounts and, subject to your compliance with your obligations under this Agreement and by Employee without Good Reason. If Employee's employment is terminated duringyour execution of a release of claims in favor of the Employment TermCompany and its respective officers and directors in a form provided by the Company for Cause or by Employee without Good Reason, the Company's only obligation under this Agreement(the "Release"), you shall be payment of any Accrued Obligations.entitled to receive:

Termination for Cause or Without Good Reason. Your employment hereunder may be terminated by the Company or the Board for Cause andor by Employeeyou without Good Reason. If Employee'syour employment is terminated during the Employment Term by the Company or the Board for Cause or by Employeeyou without Good Reason, you shall be entitled to receive: # any accrued but unpaid Base Salary which shall be paid in accordance with the Company's only obligation under this Agreementregular payroll procedures; # reimbursement for properly incurred and unreimbursed business expenses, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and # such employee benefits (including equity compensation), if any, to which you may be entitled under the Company's employee benefit plans; provided that, in no event shall you be entitled to any payments in the nature of severance or termination payment of any Accrued Obligations.(collectively referred to as the "Accrued Amounts").

Termination by the Company for Cause andCause; Termination by Employee without Good Reason. If Employee'sReason; Death of Employee. If, prior to the expiration of the Term (including any Renewal Term), the Company terminates your employment for “Cause” (as defined below), or if you voluntarily terminate your employment without “Good Reason” (as defined in [Section 13(c)] below), or if your employment is terminated duringby reason of your death, then all of the Employment Term byCompany’s obligations hereunder shall cease immediately, and you will not be entitled to any further compensation beyond any pro-rated base salary due and bonus amounts earned through the Companyeffective date of termination. All Stock Options and Equity Incentives which have vested shall survive the termination of your employment for Causeany reason. You will be reimbursed for any expenses incurred prior to the date of termination for which you were not previously reimbursed. For purposes of this Letter Agreement, “Cause” is defined as any one or by Employee without Good Reason,more of the Company's only obligation under this Agreement shall be payment of any Accrued Obligations.following: