Following a Change of Control: Good Reason; Other Than for Cause or Disability. If following a Change of Control and during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or death or the Executive terminates employment for Good Reason, then:

Termination by the Company for a Reason Other than Cause, Death or Disability and Termination by Employee for Good Reason. If Employee's employment is terminated by: # the Company for any reason other than Cause, death or Disability; or # Employee for Good Reason:

If this Agreement is terminated pursuant to [Section 7(a)(i), 7(b)(ii) or 7(b)(iv)])])], the Company will have no further liability to the Executive after the date of termination other than the payment of all compensation and other benefits payable to the Executive through the date of such termination.

Advisor's Obligations Upon Termination. The Advisor shall promptly upon any termination of this Agreement:

Upon the termination of employment for any reason hereunder, all provisions of this Agreement shall terminate except for Sections 8, 9, 10 and 11 of this Agreement and the provisions contained in Exhibit B hereto, the terms of which shall survive such termination, and the Company shall have no further obligation to the Executive hereunder, except as herein and therein expressly provided. The Company shall comply with the terms of settlement of all deferred compensation arrangements to which the Executive is a party in accordance with his duly executed deferral election forms and plan provisions.

Obligations of Employee and the Company Upon Termination. The parties agree as follows:

Notwithstanding anything herein to the contrary, the Company is not obligated to appoint any Nominee to serve on the Board or cause to be nominated for election to the Board or recommend to the stockholders the election of any Nominee: # who fails to submit to the Company on a timely basis such questionnaires as the Company may reasonably require of its directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the Securities Laws; or # if the Board or the Nominating Committee (if any) determines in good faith, after consultation with outside legal counsel, that # such action would constitute a breach of its fiduciary duties or applicable law or violate the Company’s Articles of Incorporation or By-Laws; or # such Nominee would not be qualified under any applicable law, rule or regulation to serve as a Director of the Company; provided, however, that upon the occurrence of either [(i) or (ii) above], the Company shall promptly notify the Investor of the occurrence of such event and permit the Investor to provide an alternate Nominee sufficiently in advance of any Board action, the meetings of the stockholders called or written action of stockholders with respect to such election of nominees and the Company shall use commercially reasonable efforts to perform its obligations under Section 1 with respect to such alternate Nominee (provided that if the Company provides at least 45 days advance notice of the occurrence of any such event such alternative nominee must be designated by the Investor not less than 30 days in advance of any Board action, notice of meeting of the stockholders or written action of stockholders with respect to such election of nominees), and in no event shall the Company be obligated to postpone, reschedule, or delay any scheduled meeting of the stockholders with respect to such election of Nominees.

The Company will pay the Executive (as severance) continued payment of the Executive’s Base Salary (at the regular rate per payroll period in effect immediately prior to the termination of the Executive’s employment with the Company and paid in accordance with the Company’s regular payroll practices) through and ending with the date that is fifteen (15) months (or, if the Severance Date occurs on or after the date of a Change of Control, the date that is eighteen (18) months) after the date the Executive’s employment with the Company terminated (the date the Executive’s employment with the Company terminates is referred to as the “Severance Date”); provided that the continued Base Salary benefit for the period commencing with the day following the Severance Date and ending with the 60th day following the Severance Date shall not be paid over such 60-day period but shall instead be accumulated and paid on (or within two (2) business days after) such 60th day following the Severance Date.

Rights and Obligations upon Termination. Upon the termination of the Agreement for whatever reason:

Termination Upon Death. In the event of termination by Flagship of the Executive’s employment with Flagship upon his death, the Executive’s estate shall receive the following compensation from Flagship in connection with such termination: