#Section 3.1(a) (Termination by the Company Without Cause) and 3.1(b) (Termination by the Employee for Good Reason) Terminations. If Employee’s employment terminates pursuant to Section 3.1(a) or 3.1(b) hereof, Employee shall have no further rights against the Company hereunder, except for the right to receive, subject to execution of a release and waiver in the form customarily used by the Company in connection with the termination of other similarly situated senior executives (“Release and Waiver”) in the case of clauses # - (iv) and (vi) below, # any earned but unpaid Base Salary and the value of any accrued but unused vacation, # payment of Base Salary for a period of two (2) years from the effective date of termination (the “Severance Period”), payable in accordance with the normal payroll practices of the Company and reduced by any salary continuation benefit paid under any of the Plans maintained pursuant to [Section 2.4, (iii)])] (x) any previously earned Performance Bonus for a prior Bonus Year that has not been paid, and in the event of any termination after December 31, 2015 any 2015 Bonus that has not been paid, and # any annual Performance Bonus or 2015 Bonus due for the calendar year of such termination pursuant to Section 2.2, prorated based on the number of days Employee was actively employed by the Company during such year (or in the case of the 2015 Bonus, the period from the Date of Hire through December 31, 2015), payable at the time such Performance Bonus or 2015 Bonus would otherwise be paid in accordance with such Section 2.2, # continued participation in the Plans pursuant to [Section 2.4] for the duration of the Severance Period to the extent such continued participation is permitted under the terms of the Plans and to the extent such participation is not permitted a cash payment of substantially similar value (without requiring any additional payments to address the taxability of this payment), # reimbursement of expenses to which Employee is otherwise entitled under Sections 2.4, 2.5 or 2.88] hereof, and # whatever rights as to stock options or other equity awards the Employee may have pursuant to the 2015 Option Agreement, the Matching PRSU Agreement, the Project 650 PRSU Agreement or the Base RSU Agreement or any other stock option agreements or other equity award agreements with the Company.

Upon Termination. In the event the Company terminates Employee’s employment for Cause in accordance with Section 8, Employee shall receive any payments of Base Salary earned through and including the date of termination (“Termination Payment”).

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

Rights and Obligations upon Termination. Upon any termination of the engagement of Consultant, the obligations of Consultant to provide the Services, and the obligations of the Company to continue to pay Consultant pursuant to Section 3, shall terminate immediately upon any such event, and neither party will have any further rights against or owe any further obligations to the other party, except for # rights or obligations arising out of a breach of the terms hereof, # rights to the compensation due and payable under Section 3 through the date of termination of the engagement of Consultant, and # the rights and obligations of the parties under Section 6 and Section 7 of this Agreement.

Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of, or any distribution of the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled to receive, ratably with each other holder of shares of Capital Stock of the same class or series, that portion of the assets of the Corporation which is available for distribution to the holders of such class or series of shares of Capital Stock. The Trust shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, winding-up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this [subsection G(3)] of this Article XIV in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for shares of Capital Stock and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the shares of Capital Stock and, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for

Termination Rights. The foregoing provisions are in addition to, and not in lieu of, any of Customer’s rights to terminate this Contract in accordance with its terms, including for late Delivery, as specified in [Article 22.0], Termination for Default of Contractor.

Employee agrees that upon termination they will return to Employer all of Employer’s property, including, but not limited to, intellectual property, trade secret information, customer lists, operation manuals, records and accounts, materials subject to copyright, trademark, or patent protection, customer and Employer information, business documents, reports, and other items as applicable.

Termination Upon Disability. In the event that the Board of Directors determines that the Executive is unable to perform his duties hereunder by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 180 days in any consecutive 12-month period, the Company shall have the right to terminate Executive’s employment hereunder within 30 days after the 180th day of his disability or incapacity by giving Executive notice to such effect at least 10 days prior to the date of termination set forth in such notice, and on such date such employment shall terminate. The Board of Directors’ determination shall be made after due inquiry, on the basis of convincing evidence presented in at least two medical opinions rendered by reputable physicians with experience in diagnosing and treating the condition described in the opinion.

Termination Upon Death. The employment of CEO shall automatically terminate on the date of CEO's death.

Survival Upon Termination. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination or expiration. Such termination or expiration shall not relieve any Party from obligations which are expressly or by implication intended to survive termination or expiration of this Agreement and shall not affect or prejudice any provision of this Agreement which is expressly or by implication provided to come into effect on, or continue in effect after, such termination or expiration. [Sections 2.7, 2.8, 2.9, 2.11, 7.7, 9, 10]0]0]0]0]0]0],12.6, 12.7, 12.8, 12.9, 12.10, 13 and 14 will survive expiration or termination of this Agreement.