Termination for Cause or Without Good Reason. Your employment hereunder may be terminated by the Company or the Board for Cause or by you without Good Reason. If your employment is terminated by the Company or the Board for Cause or by you 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 regular 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 (collectively referred to as the "Accrued Amounts").

Termination Without Cause or for Good Reason. Your employment hereunder may be terminated by you for Good Reason or by the Company or 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 your execution of a release of claims in favor of the Company and its respective officers and directors in a form provided by the Company (the "Release"), you shall be entitled to receive:

Termination by the Company without Cause. If your employment is terminated by the Company without Cause, the Company shall, through the date of termination, pay you or provide to you any earned but unpaid salary and bonus, if any, unpaid expense reimbursements, accrued but unused vacation, and any vested benefits you may have under any employee benefit plan of the Company, and you will be entitled to the following payments and benefits:

Termination by Company for Cause; Termination by Employee without Good Reason; 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 by reason of your death, then all of the Company’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 effective date of termination. All Stock Options and Equity Incentives which have vested shall survive the termination of your employment for any 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 more of the following:

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.