Relocation Reimbursements. If Executive relocates to the Goleta, California area prior to the second anniversary of the Effective Date, the Company will pay or otherwise reimburse Executive up to a maximum gross amount of $100,000 (inclusive of any tax gross up payments on the following) for the following expenses incurred FM-0410 Rev A

Relocation Reimbursements. If Executive relocates to the Goleta, California area prior to the second anniversary of the Prior Agreement Effective Date, the Company will pay or otherwise reimburse Executive up to a maximum gross amount of $100,000 (inclusive of any tax gross up payments on the following) for the following expenses incurred prior to the second anniversary of the Prior Agreement Effective Date during the Term of Employment: # reasonable moving expenses incurred by Executive and his immediate family for the packing, loading, insuring, and transferring household goods and furnishings during their relocation from Executive’s primary residence in Skillman, New Jersey to the Goleta, California area, plus up to sixty days of storage for such items, # reasonable costs for Executive to move himself and his spouse from the Skillman, New Jersey area to the Goleta, California area (i.e., mileage reimbursement for one vehicle, shipping costs for one vehicle, and up to two nights of lodging and reasonable meal expenses), # reasonable costs for up to two house-hunting trips to the Goleta, California area (i.e., reimbursement of coach airfare, up to three nights of lodging expenses, and reasonable meal expenses for Executive and his spouse), and # the closing costs on the purchase of a new personal home in the Goleta, California area (including loan origination and inspections fees, but excluding points and realtor fees) ((i) through (iv) collectively, the “Relocation Reimbursements”). All reimbursement requests made pursuant to this section must be submitted within 60 days of the date they are incurred, and are subject to the Company’s reimbursement policy, including appropriate substantiation for any such requests. The Relocation Reimbursements will be grossed up for applicable taxes upon payment or reimbursement to Executive. In addition, within 30 days of the actual move date, the Company will pay Executive a lump sum payment of $5,000 for miscellaneous moving expenses (“Relocation Stipend” and, together with the Relocation Reimbursements, the “Relocation Payments”). If, prior to the second anniversary of the date Executive first incurred any expense subject to reimbursement under this paragraph, Executive’s employment is terminated by the Company for Cause or by Executive voluntarily without Good Reason, Executive agrees to repay the Company a portion of the Relocation Payments within thirty (30) days of Executive’s employment termination date, with such portion equal to # the net after tax amount of the Relocation Payments multiplied by # a fraction # the numerator of which is equal to the difference between # twenty-four (24) minus # the number of completed months between the date of Executive’s relocation to the Goleta, California area and the date Executive’s employment with the Company terminates and # the denominator of which is twenty-four (24). For clarity, if Executive’s employment is terminated by the Company without Cause or by Executive voluntarily for Good Reason, Executive will not be obligated to repay any portion of the Relocation Payments.