1.2 Annual Cash Bonus. Executive will be eligible for an annual cash bonus (the “ Annual Bonus ”) of 45% of Executive’s Base Salary (the “ Target Annual Bonus ”). Whether Executive receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Company’s Board of Directors (the “ Board ”) (or the Compensation Committee of the Board) in their sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones as set forth in the Company’s Performance Bonus Plan (the “ Bonus Plan ”). Any Annual Bonus that is awarded will be paid in the calendar year following the applicable bonus year, but in no event later than March 15 of such year. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus, if any) if Executive’s employment terminates for any reason before the last day of the year to which such Annual Bonus relates, except as set forth herein. If Executive’s employment terminates for any reason, other than by the Company for Cause, after the last day of such year, but prior to payment of the applicable Annual Bonus for such year, Executive shall remain eligible to receive an Annual Bonus with respect to such completed year in accordance with the terms of this Section and the Bonus Plan. 1.3 Company Equity Awards . Executive remains eligible to be considered for future equity awards as may be determined by the Board (or the Compensation Committee of the Board) in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time. 3. Standard Company Benefits. Executive shall be entitled to participate in all employee benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time. 4. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in furtherance or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time. 5. Termination of Employment; Severance 5.1 At-Will Employment. Executive’s employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without cause or advance notice. 5.2 Termination Without Cause; Resignation for Good Reason. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason, and provided that Executive remains in th