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(i)

In the event Executive’s employment with the Company terminates for any reason (other than Cause), Executive will be entitled exercise any outstanding vested stock options until the first to occur of: (i) the date that is one year following the later of such termination of employment or the date upon which Executive ceases to be a Service Provider, (ii) the applicable scheduled expiration date of such award (in the absence of any termination of employment) as set forth in the award agreement, or (iii) the ten year anniversary of the award’s original date of grant.

(ii)

In the event that the Company terminates the Executive’s employment without Cause, or he resigns for Good Reason, in either case other than in connection with a Change of Control transaction, he will receive (i) continued payment for 12 months of his then current annual salary, (ii) the actual earned cash incentive bonus for the current year, if any, pro-rated to the date of termination for Mr. Perrone, or the Target Annual Incentive for the year in which the termination occurs for Messrs. Malhotra and Vonderhaar, and (iii) reimbursement for premiums paid for continued health benefits under the Company’s health plans until the earlier of 12 months or the date upon which he and his eligible dependents become covered under similar plans Executive will receive.

(iii)

In the event that the Company consummates a Change of Control transaction, 50% of Executive’s then outstanding unvested Equity Awards will vest immediately with such vesting being applied in reverse order such that the Equity Awards with the latest vesting date first become non-forfeitable under this provision provided that there remain at least six months of vesting term remain after application of the reverse order vesting.

(iv)

In the event that the Company terminates the Executive’s employment without Cause, or he resigns for Good Reason, in either case in connection with a Change of Control transaction, the Executive will receive (i) continued payment for 12 months of his then current annual salary, (ii) 100% of the current year’s target annual incentive bonus, (iii) immediate vesting of 100% of his outstanding unvested Equity Awards, and (iv) reimbursement for premiums paid for continued health benefits under the Company’s health plan until the earlier of 12 months or the date upon which he and his eligible dependents become covered under similar plans.

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