You are entitled to resign your employment for any reason. Additionally, the Company is entitled to terminate your employment for any reason, with or without Cause (as defined below). If, prior to December 31, 2016, your employment ends due to your death or disability, or you resign for any reason, or the Company terminates your employment without Cause, then you will be paid for any unpaid salary, commissions and vacation accrued through your Separation Date. In addition, if the Company terminates your employment without Cause, then you will also (a) receive a lump sum payment equal to the salary you would have earned had you remained employed through December 31, 2016 (the “Severance”) , and (b) remain eligible for the separation benefit set forth in Section 4 below, subject to the terms and conditions set forth therein. If the Company terminates your employment with Cause, your employment will end immediately and you will not receive any further compensation or benefits from the Company (including the Severance and the separation benefit set forth in Section 4 below), except for any unpaid salary, commissions and vacation accrued through your Separation Date. For purposes of this Agreement, “Cause” for termination of your employment will mean any of the following: (i) your failure to substantially perform your duties and responsibilities to the Company or violation of a Company policy; (ii) your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) unauthorized use or disclosure by you of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or (iv) your willful breach of any of your obligations under any written agreement with the Company. If you become eligible for the Severance, you must execute the Separation Date Release attached hereto as Exhibit A on the Separation Date, and allow such release to become effective, as a precondition to receipt of the Severance. The Severance, if paid, would be paid on the 30 th day after the Separation Date, and would be subject to legal and normal withholdings and deductions.