The Company shall continue to employ you, and you agree to continue your   employment with the Company until December 31, 2016 (the “ Separation Date ”), pursuant to the terms of this letter agreement; provided ,   however , that, effective September 1, 2016, you agree that you have resigned as Vice President and Chief Financial Officer of the Company and from any other officer or director positions you held with the Company or any subsidiary as of September 1, 2016, and that you will provide services at a reduced level.  Until the Separation Date, you will be required to provide such services, as determined by the Company, for at least ten hours per week, at times and places to be mutually determined between you and the Company.  You agree that your employment with the Company will be terminated, and you will incur a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, on the Separation Date.  In addition, you agree to waive your change in duties and status resulting from the termination of your role as Vice President and Chief Financial Officer and any other officer or director role as a “Good Reason” trigger under the Company’s Executive Separation Policy, adopted June 23, 2010 (the “ Separation Policy ”).  You also agree that if you become employed by a company or organization other than the Company prior to January 1, 2017, such event will be considered a voluntary termination of employment by you without good reason in violation of this letter agreement and (i) you will immediately cease to receive or have any rights to the payments and benefits described in this letter agreement, (ii) you will immediately cease to be eligible to execute and receive benefits under the Release Agreement (as such term is defined in Section 4 below) and (iii) you will not otherwise be eligible for benefits under the Separation Policy or the Change in Control Agreement between you and the Company, dated May 2, 2012 (the “ Change in Control Agreement ”).