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.

Termination Without Cause. TheCause by the Company/Severance. Company may terminate the Executive'Executive’s employment under this Agreement without Cause at any time without Cause pursuant toupon providing written notice providedto 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 not less than 90 days in advancefor reimbursement of suchexpenses properly incurred by Executive prior to the date of 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 datewhich are reimbursable in accordance with Section 3(b). Following termination under paragraph 5(d), the6 of this Agreement. In addition, Executive is entitledwill receive a “Severance Package” that shall include # a “Severance Payment” equivalent to a Severance Package equal to 90 daysthree (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 benefits atnon-revocable in accordance with its terms, provided, however, that if any portion of the level priorSeverance Payment constitutes deferred compensation subject to termination.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.

TerminationDischarge by the Company Without Cause. The Company may terminateDuring the Executive'Term, the Executive’s employment at any time without Cause pursuant to written notice provided tomay be terminated by 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,Company (which shall immediately terminate. Notwithstandingalso constitute a termination of this Agreement pursuantAgreement) upon thirty (30) days’ written notice; provided that the Company in its sole discretion may elect to this Section 5(d),add any portion of such notice to the Executive'Severance Period (defined below) rather than have Executive work the full notice. In the event of termination of Executive’s obligationsemployment 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 Company'Executive; and, in the event that the Company terminates Executive’s rights under Section 5, 6, 7,employment without Cause prior to July 1, 2021, and 8 shall surviveprovided that Executive # signs and returns to the terminationCompany 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 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),other agreement between the Executive is entitledand 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 Package equal to 90 daysPeriod”), and upon Executive’s timely election of Base Salary andstatutory 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 level prior to termination.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 CompanyExecutive may terminate the Executive'shis employment under this Agreement and resign his position(s) with Company at any time without Cause pursuant to writtentime, for any reason whatsoever, or for no reason, in Executive’s sole discretion, by delivering a Notice of Termination (defined in Section 5(e) below) providing thirty (30) days’ advance notice provided toof termination (the “Notice Period”). In the Executive not less than 90 days in advanceevent of such termination date. If the Executive's employment is terminatedtermination, except as otherwise provided below, Executive shall not be entitled to further compensation pursuant to this Section 5(d), allAgreement except: # as may be provided by the terms of any benefit plans of Company or any member of the Executive's rightsCompany Group in which Executive may be a participant, and allthe terms of any outstanding equity-based awards, # for Base Compensation accrued but unpaid through the Company's obligations except for the Severance Package outlined below, shall immediately terminate. Notwithstanding a terminationDate of this Agreement pursuant to thisTermination (defined in Section 5(d)f) below), and # reimbursement of business expenses properly incurred but unreimbursed (to 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 levelextent reimbursable) prior to termination.the Date of Termination. Company retains the discretion to use or decline use of Executive’s services through the Notice Period but retains the obligation to pay Executive’s Base Compensation through the Notice Period.

Termination Without Cause. Theby Company; “Cause.” Company mayshall have the right to terminate the Executive'Executive’s employment hereunder at any timetime, with or without Cause“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 written notice provided to the Executive not less than 90 days in advancea “Notice 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)Termination” (as defined below). 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.

Termination Withoutby the Company without Cause. The Company[[the Company:Organization]] may terminate the Executive's employment at any time without Cause pursuant to writtenduring the course of this agreement by giving three months’ notice providedin writing to the Executive. During the notice period, Executive not less than 90 days in advancemust fulfill all of such termination date. If the Executive's employment is terminated pursuantduties and responsibilities set forth above and use Executive's best efforts to train and support Executive's replacement, if any. Failure of Executive to comply with this Section 5(d)requirement may result in Termination for Cause described below, but otherwise Executive's salary and benefits will remain unchanged during the notification period. [[the Company:Organization]], allmay, in its sole discretion, give Executive severance pay in the amount of the Executive's rightsremaining notice period in lieu of actual employment, and allnothing herein shall require Company to maintain Executive in active employment for the duration 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.notice period.

Termination Without Cause.Cause: The Company mayshall have the right to terminate the Executive'Executive’s employment at any time without Cause pursuant“Cause” (as defined below) during the Employment Period upon notice to written notice providedExecutive. In the event of a termination without Cause, the Company will pay Executive severance compensation in an amount equal to the Executive not less than 90 daysannual amount of Executive’s Base Salary in advance of such termination date. Ifeffect on the Executive'date on which Executive’s employment is terminated pursuant to this Section 5(d), allterminated, payable in a lump sum within thirty (30) days after the date of the Executive'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 rights and allexpense. The Company will also pay Executive the target amount of the Company's obligations exceptbonus contemplated under Section 2(b) for the Severance Package outlined below, shall immediately terminate. Notwithstanding ayear in which termination without Cause occurs, prorated based upon the number of this Agreement pursuantdays during which Executive was employed during such year, and any Performance Share Units or other equity incentives which have been granted 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 portionfully vest on the date 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.

Termination Without Cause.Termination. The Company may terminate the Executive's employmentmay, at its election at any time without Cause pursuant to written notice provided toafter the Effective Date, give the Executive not less than 90 daysnotice of Termination, in advance of such termination date. Ifwhich event 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 portionon notice of Termination, as severance pay, six months of his Base Salary and any bonus earnedbase salary as set forth in Paragraph # or the amount due through that date in accordance with Section 3(b). Following termination under paragraph 5(d), the next “Termination Date,” whichever is less. The Executive is entitledmay terminate this Agreement without severance pay upon 10 days written notice to a Severance Package equal to 90 days of Base Salary and benefits at the level prior to termination.Company.

Termination Without Cause. The Company may terminate the Executive'Executive’s employment hereunder for Cause upon 30 days’ prior written notice to Executive and Executive may terminate his employment at any time without Cause pursuant toupon 60 days prior written notice provided to the Company without Good Reason, in which case # Executive not less than 90 daysshall receive the Executive’s Annual Salary and other benefits (but, in advance of such termination date. If the Executive's employment is terminated pursuant to this Section 5(d), all of the Executive's rightsevents, 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'without increasing Executive’s rights under Section 5, 6, 7,any other provision hereof, excluding any Annual Bonus not yet paid) earned and 8 shall surviveaccrued under this Agreement prior to Executive’s termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of this Agreementemployment), and # Executive shall be paidhave no further rights to any unpaid portionother compensation or benefits hereunder on or after the termination of his Base Salary andemployment, or 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.other rights hereunder.

Termination Without Cause. The Company may terminate the Executive's employment atAt any time without Cause pursuant tocause (as defined in Section 6(b) above) by the Company upon written notice provided to the Executive of not less than 90 days in advancethirty (30) days. In the event of such termination date. Ifof the Executive's employment is terminatedExecutive by the Company pursuant to thisthe Section 5(d)6(e), allthe Company shall pay the Executive the Executives Base Salary for a period of six (6) months as severance pay and shall pay any unpaid bonus and benefits in each case through the effective date of termination. If terminated without cause, the provisions of the Executive's rightsNon-competition and allIntellectual Property shall not apply, although the Executive shall nevertheless continue to be bound by the terms of that Non-Disclosure Agreement between 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 obligationsExecutive and the Company's rights under Section 5, 6, 7, and 8 shall survive the terminationCompany, a copy 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)which is attached hereto as [Exhibit A] (Non-disclosure Agreement). Following termination under paragraph 5(d), the Executive is entitled to a Severance Package equal to 90 daysAny payments of Base Salary and benefits atof other amounts under the levelSection 6(e) shall be in the same intervals (i.e., weekly, monthly, yearly, etc.) as such payments were made to the executive immediately prior to termination. Payment of the amounts contemplated by the Section 6(e) is agreed by the parties hereto to be in full satisfaction and compromised of any claims arising out of any termination of the Executives employment pursuant to the Section 6(e).