Letter Agreement between

(c)    Employee Benefits. You will be eligible to participate in a number of Company- sponsored benefits subject to the eligibility requirements and rules of each such plan or program.

(d)    All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

(e)    During the period in which you serve as Executive Chairman, you shall not be eligible for any other compensation with respect to your service on the Board.

(a)    Service with the Company as Executive Chairman is for the Service Period. This relationship is “at will,” meaning that either you or the Company may terminate your service at any time and for any reason, with or without Cause (as defined below). Notwithstanding the foregoing, in the event the Company terminates your service as Executive Chairman without Cause prior to the end of the Service Period, all unvested shares subject to the RSU award set forth in Section 3 above shall accelerate and vest in full as of the date of termination (and such accelerated RSUs shall be processed using a net settlement method on the termination date).

(b)    “Cause” is defined as: (a) your unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company; (b) your material breach of any agreement between you and the Company; (c) your material failure to comply with the Company’s written policies or rules; (d) your conviction or, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state or a similar violation outside the United States; (e) your gross negligence or willful misconduct in connection with your conduct as Executive Chairman, which causes material harm to the Company; (f) your continuing failure to perform assigned duties after receiving written notification of the failure from the Board; or (g) your failure to cooperate in good faith (as reasonably determined by the Board) with a governmental or internal investigation of the Company or its directors, office, or employees, if the Company has reasonably requested your cooperation.

(c)    Except as otherwise set forth in this Section, you will not be entitled to any compensation upon the termination of your service as Executive Chairman.

4.    Interpretation, Amendment and Enforcement. This letter agreement supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company and constitutes the complete agreement between you and the Company regarding the subject matter set forth herein. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company.

5.    Governing Law. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by New York law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in New York in connection with any Dispute or any claim related to any Dispute.