Certain Terminations of Employment. If your employment is terminated by the Company for Cause or because you are Disabled, if you terminate your employment without Good Reason or if your employment ends because of your death, then the Company shall pay your Accrued Benefit through the Date of Termination and, except for the payment of the Accrued Benefit, your compensation, benefits, and stock option vesting shall cease as of the Date of Termination.

Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If # the Executive’s employment is terminated # by the Company other than for Cause, death or Disability or # by the Executive for Good Reason, # the Term expires due to the Company’s provision of a non-renewal notice pursuant to Section 1.1, or # the Executive is not permitted by the Company to commence employment with the Company pursuant to the terms hereof, other than due to any action taken by Executive that would constitute Cause under this Agreement, in addition to the Accrued Amounts, the Executive shall be entitled to: # a payment equal to one (1) times the sum of the Executive’s Base Salary at the rate in effect immediately prior to the Termination Date (or, in the case of clause (3), on the Start Date) and the amount of any Annual Bonus actually earned in respect of the last completed fiscal year prior to the year in which the Termination Date occurs, or if terminated prior to any non-pro rated Annual Bonus being paid, an amount equal to the Target Annual Bonus Opportunity (the “Severance Amount”); # the Pro Rata Bonus (as defined below), # pro rata vesting of a number of then unvested Options and then unvested RSUs granted to Executive equal to the number of unvested RSUs and unvested Options that would have become vested in the ordinary course (calculated on a grant-by-grant basis) had the Executive remained employed with the Company for an additional twelve (12) months, multiplied by a fraction, the numerator of which is the number of days the Executive was employed by the Company from the last vesting date for the applicable award (or, in the case of the first vesting tranche, since the vesting commencement date) and the denominator of which is 365; and # subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by the Executive during the year in which the Termination Date occurs, the Company shall reimburse the Executive, on a monthly basis, an after-tax amount equal to the excess costs of continued health benefits for himself and his covered dependents for the twelve (12)-month period following the Termination Date (“Medical Benefit Continuation”).

Certain Terminations. Notwithstanding any contrary provision of this Agreement, upon Participant’s Termination of Service by the Company without Cause (as defined below), a prorated portion of the then unvested RSUs subject to this Agreement will become fully vested and nonforfeitable with respect to all shares of Common Stock covered thereby (based on the ratio of the number of days of employment of Participant during the Vesting Period to the total number of days in the Vesting Period), and will be payable as set forth in Section 2.7.

Section # Involuntary Termination During Non-CIC Period. If, during a Non-CIC Period, the employment of a Participant terminates as a result of an Involuntary Termination, then, subject to the terms of the Plan, the Participant shall be entitled to the following (which, to the extent payable directly to the Participant, shall be payable in accordance with Article IV):

Non-Competition During Employment. Except as otherwise provided in this Agreement and except for any Board position held by Executive as of the date of this Agreement, during Executive’s employment by the Company, Executive will not, without the express written consent of the Board, directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint ventures, associate, representative or consultant of any person or entity engaged in, or planning or preparing to engage in, business activity competitive with any line of business engaged in (or planned to be engaged in) by the Company or its affiliates; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange. In addition, Executive will be subject to certain restrictions (including restrictions continuing after Executive’s employment ends) under the terms of the Proprietary Agreement.

Non-Solicitation During Employment. During his employment with the Company, Executive shall not: # interfere with the Company’s business relationship with its customers or suppliers, # solicit, directly or indirectly, or otherwise encourage any of the Company’s customers or suppliers to terminate their business relationship with the Company, or # solicit, directly or indirectly, or otherwise encourage any employees of the Company to leave the employ of the Company, or solicit any of the Company’s employees for employment.

Certain Other Terminations. If the Holder’s employment with the Company or any Subsidiary terminates for any reason following the expiration of the “Contract Period” provided for under the Employment Agreement (as the same may be extended from time to time), other than a termination by the Company or a Subsidiary for Cause, and Sections 4(a) and 4(b) are not applicable, then (notwithstanding anything in the Statement of Management Objectives to the contrary): # the PRSUs will be earned on the basis of the relative achievement of the applicable Management Objectives for the entire original Performance Period determined in accordance with Section 3(a); and # the Holder will Vest in the number of PRSUs earned in accordance with Section 4(c)(i). PRSUs that Vest in accordance with this Section 4(c) will be paid as provided for in Section 6 of this Agreement.

If your employment terminates as a result of your death or Disability, in each case if such termination occurs on or after the Date of Grant, the target number of Shares of Performance Based Restricted Stock (as set forth in [Exhibit A]) which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse as of the date of such termination.

Vesting Upon Certain Terminations of Employment. Unless the Award Agreement provides otherwise, if a Participant’s employment is terminated by the Company or a Subsidiary without Cause upon or within 12 months following a Change in Control, the Participant’s outstanding Awards shall become fully vested as of the date of such termination; provided that any Performance-Based Awards shall vest only based on the greater of # actual performance as of the date of the Change in Control, or # target performance, pro-rated based on the period elapsed between the beginning of the applicable performance period and the date of termination.

“Non-CIC Period” means the period prior to or following a CIC Period.