of directors of the Company or upon the advice of counsel for the Company shall be conclusively presumed
to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
A termination for Cause shall be deemed to include a determination by the Company within 90
days following the Executive’s Voluntary Termination that circumstances existed prior to such termination
for the Company to have terminated the Executive’s employment for Cause; provided that in such event the
Executive shall first be provided with any applicable cure rights to the extent available; and provided,
further, that this sentence shall not apply to any circumstances actually known to the CEO 60 or more days
prior to the date of such termination.
(e)As used in this Agreement, “Good Reason” shall mean any of the following, without the
Executive’s written consent:
(i)a material diminution of the Executive’s Base Salary from the amount set forth in Section 4(a);
(ii)a material diminution of the Executive’s target annual bonus opportunity from the Executive’s annual
bonus opportunity, at target performance levels, during the immediately preceding annual bonus measurement period
(it being understood that the actual amount of the annual bonus and performance criteria shall be subject to Section
4(b) and that the Board’s decision to award an amount less than the target amount shall not constitute Good Reason);
(iii)a material diminution in the Executive’s authority, duties or responsibilities as Chief Legal Officer and
Secretary of the Company; and
(iv)a material breach by the Company of any written agreement between the Executive, on the one hand,
and any of the Company or their controlled affiliates or subsidiaries, on the other hand (including, but not limited to,
this Agreement).
Prior to any termination for Good Reason, the Executive must provide written notice to the CEO within 60
days following the date on which he discovers an alleged Good Reason event setting forth in reasonable
detail the conduct alleged to be a basis for a termination for Good Reason. The Executive shall not have the
right to terminate his employment for Good Reason (i) if, within the 30-day period following delivery of the
Executive’s written notice, the Company, as applicable, shall have cured the conduct alleged to be a basis for
termination for Good Reason and (ii) absent such cure, unless the Executive actually terminates employment
within 45 days following the end of the Company’s cure period.
(f)The Executive shall be entitled to certain payments upon termination of their employment, as follows:
(i)In the event the Executive’s employment is terminated for any reason, the Executive shall be entitled to
receive their Base Salary through the effective date of termination, any accrued benefits unpaid as of the effective date
of termination, any expense reimbursements related to expenses reimbursable hereunder that are incurred through the
effective date of termination, and other benefits required by law to be provided after termination of employment, in
each case when paid according to the Company’s applicable lawful policies and standard practices and the lawful
terms of this Agreement (the “Base Termination Compensation”).
(ii)In the event the Executive’s employment is terminated by the Company for any reason other than for
Cause (and for the avoidance of doubt not death or Disability), then the Executive shall be entitled to (A) the Base
Termination Compensation, (B) severance pay equal to 12 months of the Executive’s base salary and target annual
bonus, at the rate in effect at the effective time of termination, to be paid in equal installments over 12 months on the
Company’s normal payroll dates following the date of termination, except that the first installment of such payment
shall be paid on the 60th day following the termination date and shall include all installments that would have been paid
if the release of claims referred to in Section 3(h) had been effective at the date of termination and (C) the continuation
of the medical, dental and vision insurance coverage for a period of 12 months at active employee rates (the “Benefit
Continuation”). The Benefit Continuation shall be provided through (x) the Executive’s enrollment in the Company’s
COBRA continuation coverage and (y) the reimbursement of (or the Company otherwise bearing) the premium cost
under COBRA in excess of the active-employee rate. Any payment of the Executive’s Base Salary after termination of
her employment shall be made in accordance with the Company’s regular payroll practices. Other than solely in
connection with any equity interests of Parent (as defined below) held by the Executive as described in Section 5 and
provided in the Equity Documentation, there will be no additional amounts owing by the Company to the Executive