Conditions for Receipt of Severance Benefits. The Severance Benefits, as applicable, are further conditioned on the following: # if the Executive holds any other positions with the Company, including as member of the Board or any boards of directors of any subsidiaries, the Executive resigns such position(s) to be effective no later than the Date of Termination (or such other date as requested by the Board); # the Executive returns all Company property; # Executive’s timely execution and delivery to the Company an effective release of claims in favor of and in a form acceptable to the Company (the “Release”) within the timeframe set forth therein, and Executive does not revoke the Release; and # Executive’s continued compliance with all of Executive’s duties and obligations to the Company, including but not limited to, obligations under this Agreement and the Confidentiality Agreement.

Conditions For Receipt of Severance Benefits or Change of Control Severance Benefits. The Severance Benefits or Change of Control Severance Benefits are conditional upon # your continuing to comply with your obligations under your Employee Invention Assignment and Confidentiality Agreement; # your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”), and any revocation period thereunder having expired, within 60 days following your termination date; and # if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination date (or such other date as requested by the Board). The Salary Continuation or Change of Control Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the sixtieth (60th) day following your Separation from Service. On the sixtieth (60th) day following your Separation from Service, the Company will pay you in a lump sum the Salary Continuation or Change of Control Salary Continuation, as applicable, that you would have received on or prior to such date under the original schedule but for the delay while waiting for the sixtieth (60th) day in compliance with Code [Section 409A] and the effectiveness of the Release, with the balance of the Salary Continuation or Change of Control Salary Continuation, as applicable, being paid as originally scheduled.

Conditions For Receipt of Severance Benefits or Change of Control Severance Benefits. The Severance Benefits or Change of Control Severance Benefits are conditional upon # your continuing to comply with your obligations under your Employee Invention Assignment and Confidentiality Agreement; # your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the "Release"), and any revocation period thereunder having expired, within sixty (60) days following your termination date; and # if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination date (or such other date as requested by the Board). The Salary Continuation or Change of Control Salary Continuation will be paid in equal installments on the Company's regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation

Receipt of Benefits. If Executive is entitled to receive benefits pursuant to Section 9(a) hereof:

Receipt of Benefits. If Executive is entitled to receive benefits pursuant to Section 9(a) hereof:

Receipt of Benefits. If Executive is entitled to receive benefits pursuant to Section 9(a) hereof:

Receipt of Benefits. If Executive is entitled to receive benefits pursuant to Section 9(a) hereof:

(i) Termination Not in Connection With or Within 18 Months of a Change in Control. If before, or more than eighteen months following, a Change in Control there occurs # a Termination Without Cause, or # the termination of Employee’s employment with the Company by Employee for Good Reason within 30 days following the earlier of # the Company’s failure to cure within the 30-day period set forth in the definition of Good Reason, and # the Company’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then # Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by the Company; base salary does not include any bonus, commissions or other incentive payments or compensation); # subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; # Employee shall receive the amount of Employee’s annual incentive compensation plan payout for the annual incentive compensation plan year in which Employee’s date of termination occurred, based on actual performance for the entire performance period and prorated for the amount of time Employee was employed by the Company prior to the date of termination during such plan year (“Actual Incentive Compensation Payment”); and # the Company shall make available to Employee career transition services at a level and with a provider selected by the Company in accordance with [Section 2(g)] below.

(i) Termination Not in Connection With or Within 18 Months of a Change in Control. If before, or more than eighteen months following, a Change in Control there occurs # a Termination Without Cause, or # the termination of Employee’s employment with the Company by Employee for Good Reason within 30 days following the earlier of # the Company’s failure to cure within the 30-day period set forth in the definition of Good Reason, and # the Company’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then # Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by the Company; base salary does not include any bonus, commissions or other incentive payments or compensation); # subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; # Employee shall receive the amount of Employee’s annual incentive compensation plan payout for the annual incentive compensation plan year in which Employee’s date of termination occurred, based on actual performance for the entire performance period and prorated for the amount of time Employee was employed by the Company prior to the date of termination during such plan year (“Actual Incentive Compensation Payment”); and # the Company shall make available to Employee career transition services at a level and with a provider selected by the Company in accordance with [Section 2(g)] below.

Conditions For Severance Benefits. For purposes of this Agreement, “Conditions” means: # this Agreement becomes effective and Executive complies with its terms; # Executive’s employment does not terminate voluntarily or involuntarily for Cause prior to June 30, 2019; and # Executive signs and returns the “Supplemental Release” attached in the form of Exhibit A within the timeframe specified therein and the Supplemental Release becomes effective in accordance with its terms. In addition, if Executive breaches the Confidentiality Agreement, all payments of each of the Cash Severance, COBRA Amount and Incentive Amount shall immediately cease unless Executive demonstrates to the Company’s satisfaction that such breach was an inadvertent and de minimus violation of the Confidentiality Agreement that would not reasonably be expected to result in harm to the Company.