Termination Without Cause by the Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time upon providing written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. In addition, Executive will receive a “Severance Package” that shall include # a “Severance Payment” equivalent to three (3) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with Company’s regular payroll cycle beginning on the second regular payday occurring following the date the release (as contemplated below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.6(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date.

Discharge by the Company Without Cause. During the Term, the Executive’s employment may be terminated by the Company (which shall also constitute a termination of this Agreement) upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to add any portion of such notice to the Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’s employment by the Company without Cause, the Company shall pay Executive all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Executive; and, in the event that the Company terminates Executive’s employment without Cause prior to July 1, 2021, and provided that Executive # signs and returns to the Company a timely and effective separation agreement containing a general release of claims and other customary terms in the form provided by the Company at the time employment is terminated (the “Separation Agreement”) and # continues to comply with his post-employment covenants in this Agreement and any other agreement between the Executive and the Company, the Company will continue to pay Executive’s Base Salary, less taxes and other legally required deductions (“Severance Pay”) for a period of 3 months following the date of termination (“Severance Period”), and upon Executive’s timely election of statutory continuation coverage the Company will pay on Executive’s behalf or reimburse Executive for the cost of statutory continuation coverage for eligible group insurance benefits (minus Executive’s share of the premiums for such insurance at the same rate as during employment) for the shorter of the amount of time that Executive continues such benefits and the remainder of the Initial Term.

Termination Without Cause. The Company may terminate the Executive's employment at any time without Cause pursuant to written notice provided to the Executive not less than 90 days in advance of such termination date. If the Executive's employment is terminated pursuant to this Section 5(d), all of the Executive's rights and all of the Company's obligations except for the Severance Package outlined below, shall immediately terminate. Notwithstanding a termination of this Agreement pursuant to this Section 5(d), the Executive's obligations and the Company's rights under Section 5, 6, 7, and 8 shall survive the termination of this Agreement and Executive shall be paid any unpaid portion of his Base Salary and any bonus earned through that date in accordance with Section 3(b). Following termination under paragraph 5(d), the Executive is entitled to a Severance Package equal to 90 days of Base Salary and benefits at the level prior to termination.

The Company may, in its sole discretion, and without cause, terminate Executive’s employment at any time upon written notice to Executive. In the event of a termination without cause, all salary, benefits, payments or reimbursements shall cease upon whatever date is specified in the notice as the effective date of termination (the “Termination Date”), other than benefits under annual or long term incentive plans or qualified retirement plans maintained by the Company. Notwithstanding the previous sentence, if Executive is terminated without cause, Executive will be entitled to the Deferred Compensation Payments as specified in Section III(d) and, provided the Termination Date is on or before December 31, 2017, the Company shall pay to executive separation pay (“Severance”) in an amount equivalent to: # Executive’s then existing salary rate (as established under Section III of this Agreement) for the lesser of # a period of twelve (12) months or # for the remainder of the period through December 31, 2017, plus # 50% of Executive’s target annual bonus as established in Section III, plus # additional taxable compensation equal to the then-current cost of twelve months of COBRA continuation coverage. The Severance shall be subject to usual and customary withholdings and paid in equal installments on the Company’s regular payroll dates during the 12 month period following the Termination Date (the “Separation Period”). Notwithstanding the foregoing, Severance shall be payable only if Executive executes and does not revoke, and the Company receives within 90 days after the Termination Date, a waiver to be provided by the Company, releasing the Company of all claims Executive has or may have against the Company or its affiliates. Any payments of Severance attributable to payroll dates during such 90 day period will be suspended and paid (provided a valid waiver is received and not revoked) on the first regularly scheduled payroll date after such 90-day period expires.

Termination Without Cause: The Company shall have the right to terminate Executive’s employment without “Cause” (as defined below) during the Employment Period upon notice to Executive. In the event of a termination without Cause, the Company will pay Executive severance compensation in an amount equal to the annual amount of Executive’s Base Salary in effect on the date on which Executive’s employment is terminated, payable in a lump sum within thirty (30) days after the date of the termination. If Executive is eligible for and elects to continue group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive may do so at Executive’s expense. The Company will also pay Executive the target amount of the bonus contemplated under Section 2(b) for the year in which termination without Cause occurs, prorated based upon the number of days during which Executive was employed during such year, and any Performance Share Units or other equity incentives which have been granted to Executive shall fully vest on the date of termination.

Termination. The Company may, at its election at any time after the Effective Date, give the Executive notice of Termination, in which event the Executive shall be paid on notice of Termination, as severance pay, six months of his base salary as set forth in Paragraph # or the amount due through the next “Termination Date,” whichever is less. The Executive may terminate this Agreement without severance pay upon 10 days written notice to the Company.

Termination without Cause or for Good Reason. Subject to the terms and conditions of this Section 5, if the Employment Period is terminated by the Company without Cause (other than due to death or Disability) or by Executive with Good Reason, provided Executive has satisfied the Release Condition (defined below), Executive shall be entitled to receive # continued payment of Base Salary (as in effect immediately prior to the Termination Date) during the Severance Period, payable in the same manner and in the same installments as previously paid, # a payment (payable at the same time as the Company pays bonuses to other senior executives but in no event later than two-and-a-half months following the end of the fiscal year in which the Termination Date occurs) equal to the product of # the Annual Bonus (if any) Executive would have otherwise earned for the year in which the Termination Date occurs based on achievement of the applicable performance goals for such year, and # a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year and # provided that Executive timely elects COBRA coverage, the Company will pay 100% of the premiums for the COBRA coverage for the greater of # the months remaining in the Employment Period during which the Termination Date occurs (or if lesser, for such period as Executive remains eligible for COBRA) or # twelve months, and # all outstanding stock options and restricted stock, if any, will be 100% vested as of the Termination Date ((i)-(iv) are collectively referred to as the “Severance Payments”), and, except as set forth in Section 5(e), the Company’s obligation to make any other payments or provide any other benefits under this Agreement shall cease as of the Termination Date. When used herein, the “Severance Period” means the 12 month period commencing on the Termination Date. Executive shall forfeit the Severance Payments upon any breach of this Agreement, any other agreement with or obligation to the Company Group, or where Executive fails to fulfill the Release Condition (as defined herein). "Release Condition" means Executive’s execution and nonrevocation of a separation agreement and release, in a form provided to Executive by the Company (and containing Executive obligations for non-disparagement, cooperation, confidentiality, etc.), within sixty (60) days following the Termination Date. In the event that any review period for such separation agreement and release spans two calendar years, such separation agreement and release will be deemed effective (subject to it being executed and not revoked) in the latter of the two calendar years and Executive will not be permitted to choose the effective date of any such separation agreement and release, except as would not result in a violation of Code Section 409A. Any payments due and payable prior to the satisfaction of the Release Condition will be accumulated and paid upon the first payroll following satisfaction of the Release Condition.

Termination of Employment. Notwithstanding anything else in this Agreement to the contract, either the Company or Executive may terminate Executive’s employment and this Agreement at any time with or without cause. If Executive’s employment with the Company terminates for any reason, Executive will be entitled to any # unpaid Base Salary accrued up to the effective date of termination; # pay for accrued but unused vacation, if Company policy is to accrue vacation; # benefits or compensation accrued to the date of termination under the terms of any employee benefit and compensation agreements or plans applicable to Executive; and # unreimbursed business expenses required to be reimbursed to Executive.

Termination by Company; “Cause.” Company shall have the right to terminate Executive’s employment hereunder at any time, with or without “Cause” (as defined below). In the event of any termination by Company, Company shall give Executive forty-five (45) days prior notice of any termination without Cause, but shall not be obligated to give Executive prior notice of a termination with Cause. Company shall nevertheless be obligated to pay Executive such compensation and severance, if any, as may be provided for in this Agreement under the applicable circumstances. Company will give Executive notice of termination of her employment pursuant to a “Notice of Termination” (as defined below).

Termination for Cause by the Company. Although the Company anticipates a mutually rewarding employment relationship with Executive, the Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: # acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s obligations or otherwise relating to the business of the Company; # any acts or conduct by Executive that are materially adverse to the Company’s interests; # Executive’s material breach of this Agreement; # Executive’s breach of the Company’s Confidential Information and Invention Assignment Agreement; # Executive’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude or that otherwise negatively impacts Executive’s ability to effectively perform Executive’s duties hereunder; # Executive’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors; # Executive’s inability to perform the essential functions of Executive’s position, with or without reasonable accommodation, due to a mental or physical disability; or # Executive’s death. In the event of termination based on (b), (c) or (f), Executive will have fifteen (15) days from receipt of written notice from the Company to cure the issue, if curable, with such written notice to be provided to Executive detailing in specific terms the acts, conduct, or alleged breach. In the event that Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only Executive’s Base Salary then in effect, prorated to the date of termination and all benefits earned and accrued through the date of termination (“Accrued Benefits”). In addition, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. In the event of Executive’s termination of employment by the Company for Cause, Executive will not be entitled to receive the Severance Package described in Section 7.2 below.