Miscellaneous. Mr. Paterson will be eligible for indemnification to the extent permitted under the Company’s certificate of incorporation, its by-laws,
applicable law and pursuant to an indemnification agreement between the Company and Mr. Paterson entered into on December 9, 2010, and will receive
director and officer liability insurance coverage with full post-termination/post-board service tail coverage, as provided for in such governing documents
and indemnification agreement.
Consulting arrangements. Mr. Paterson will serve as a consultant for six months after termination of his employment. The consulting arrangement may be
terminated at any time and for any reason, except that if termination occurs or is initiated before the end of the consulting period by the Company other than
for cause, by Mr. Paterson for good reason or upon his death or disability, he will receive the full compensation set forth in the next sentence. Mr. Paterson
will be paid consulting fees of $150,000 per month; he will not be entitled to any benefits or other amounts from the Company during the consulting term
(except as otherwise provided above).
Restrictive covenants. Pursuant to the separation agreement, Mr. Paterson will be subject to non-compete, non-solicitation and confidentiality covenants for
a period of one year following the termination of the consulting arrangement.
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