Common use of Good Reason; Other Than for Cause Clause in Contracts

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination): (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3ii) the product of (x) the Average higher of (I) the Recent Annual Bonus Incentive Payment and (II) the Annual Incentive Payment paid or payable, including any portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. (b) the amount equal to the product of (1i) two (2), three and (2ii) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined)Bonus; and (iic) for two an amount equal to the product of three times the higher of (2i) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms sum of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which amounts that would have been provided contributed by the Company or any Affiliate based on the Reference Amount (defined below) to them in accordance with the Executive's account under (x) all of the Company's retirement plans, programsor if higher, practices the retirement plans of any Affiliate in which the Executive was eligible to participate immediately prior to the Effective Date and policies described (y) any excess or supplemental retirement plan in Section 4(b)(ivwhich the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of this Agreement if the Executive’s employment had not amounts that would have been terminated contributed by the Company or any Affiliate based on the Reference Amount, to the Company's Plans or, if more favorable to higher, the Executive, as Plans of an Affiliate in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if which the Executive becomes reemployed with another employer and is was eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary participate immediately prior to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination as those Plans were in effect and to have retired on funded for the last day fiscal year immediately preceding the Date of such period; (iii) Termination. For the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or providedpurposes hereof, the Company term "Reference Amount" shall timely pay or provide mean an amount equal to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement one-third of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)amount calculated in clause V.A.1.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive’s employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i1) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to Executive an amount equal to the product of (i) the annual bonus, if any, to which the Executive would have been entitled for the year in a lump sum in cash within 30 days after which the Date of Termination occurs had Executive’s employment with the aggregate Company not been terminated, as determined in accordance with the terms and conditions of the following amounts: A. applicable short-term incentive plan of the sum of (1Company as provided in Section 4(b) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paidhereof, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (yii) a fraction, the numerator of which is the number of days in the current fiscal period beginning on the first day of the calendar year through in which the Date of Termination, Termination occurs and ending on the Date of Termination and the denominator of which is 365 and (4) any compensation previously deferred by 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive (together if Executive’s employment with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to had not terminated as determined in accordance with the terms and conditions of the applicable deferred compensation short-term incentive plan and any payment election previously made by of the Company. (2) Within 14 days following Executive; provided, however, that, if at the time ’s Date of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, shall pay to Executive a cash severance payment in an amount equal to 1.5 times the date sum of the Executive’s deathBase Salary and Target Bonus as of the Date of Termination. (3) For a period of 18 months following the Date of Termination (the “Benefit Continuation Period”), the Executive shall be treated as if he had continued to be an Executive for all purposes under the Company’s health insurance plan and dental insurance plan; and B. or if the amount equal Executive is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Executive shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I or ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the product of extent allowed by applicable law. (14) two (2)For the Benefit Continuation Period, and (2) the sum of (x) Company shall maintain in force, at its expense, the Executive’s Annual Base Salary life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Executive and (y) Company are responsible, respectively, shall be the Highest Annual Bonus (same as hereinafter defined); andthe portion for which Company and Executive are responsible, respectively, immediately prior to the Date of Termination. (ii5) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have had if he had remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which Executive and Company are responsible, respectively, shall be the same as the portion for which Executive and Company are responsible, respectively, immediately prior to the Date of Termination. (6) Within fifteen (15) days after the Date of Termination, the Company shall pay to Executive a cash payment in an amount, if any, necessary to compensate Executive for the Executive’s unvested interests under the Company’s retirement savings plan which are forfeited by Executive in connection with the termination of Executive’s employment. (7) Company may adopt such amendments to its executive benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (8) Any outstanding unvested stock options, stock performance units or similar equity awards (other than restricted stock awards) held by Executive on the Date of Termination shall continue to vest in accordance with their original terms (including any related performance measures) for two the duration of the Benefit Continuation Period as if Executive had remained an employee of the Company through the end of such period and any such stock option, stock performance unit or other equity award (2other than restricted stock awards) years after that has not vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. In addition, Executive shall have the right to continue to exercise any outstanding vested stock options held by Executive during the Benefit Continuation Period; provided that in no event shall Executive be entitled to exercise any such option beyond the original expiration date of such option. Any outstanding restricted stock award held by Executive as of the Date of Termination that would have vested during the Benefit Continuation Period had Executive remained an employee of the Company through the end of such period shall be immediately vested as of the Date of Termination and any restricted stock award that would not have vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. (9) Following the Executive’s Date of Termination, or such longer period the Executive shall receive the computer which Executive is utilizing as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits Date of Termination. (10) Notwithstanding anything in this Agreement to the Executive and/or contrary, in no event shall the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) provision of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree in-kind benefits pursuant to such plans, practices, programs and policies, this Section 7 during any taxable year of Executive affect the Executive shall be considered provision of in-kind benefits pursuant to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services this Section 7 in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement taxable year of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive’s employment other than for Cause (but not for Disability), or the Executive shall terminate his employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i1) in satisfaction of the annual bonus Executive would otherwise be eligible to receive under the short-term incentive plan in respect of the calendar year in which the Date of Termination occurs, the Company shall pay to Executive an amount equal to the product of (i) the annual bonus, if any, to which the Executive would have been entitled for the year in a lump sum in cash within 30 days after which the Date of Termination occurs had Executive’s employment with the aggregate Company not been terminated, as determined in accordance with the terms and conditions of the following amounts: A. applicable short-term incentive plan of the sum of (1Company as provided in Section 4(b) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paidhereof, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (yii) a fraction, the numerator of which is the number of days in the current fiscal period beginning on the first day of the calendar year through in which the Date of Termination, Termination occurs and ending on the Date of Termination and the denominator of which is 365 and (4) any compensation previously deferred by 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive (together if Executive’s employment with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to had not terminated as determined in accordance with the terms and conditions of the applicable deferred compensation short-term incentive plan and any payment election previously made by of the Company. (2) Within 14 days following Executive; provided, however, that, if at the time ’s Date of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, shall pay to Executive a cash severance payment in an amount equal to 1.5 times the date sum of the Executive’s deathBase Salary and Target Bonus as of the Date of Termination. (3) For a period of 18 months following the Date of Termination (the “Benefit Continuation Period”), the Executive shall be treated as if he had continued to be an Executive for all purposes under the Company’s health insurance plan and dental insurance plan; and B. or if the amount equal Executive is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Executive shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I or ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the product of extent allowed by applicable law. (14) two (2)For the Benefit Continuation Period, and (2) the sum of (x) Company shall maintain in force, at its expense, the Executive’s Annual Base Salary life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Executive and (y) Company are responsible, respectively, shall be the Highest Annual Bonus (same as hereinafter defined); andthe portion for which Company and Executive are responsible, respectively, immediately prior to the Date of Termination. (ii5) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have had if he had remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Executive shall be responsible for any employee contributions for such insurance coverage. Should Executive become disabled during such period, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which Executive and Company are responsible, respectively, shall be the same as the portion for which Executive and Company are responsible, respectively, immediately prior to the Date of Termination. (6) Within fifteen (15) days after the Date of Termination, the Company shall pay to Executive a cash payment in an amount, if any, necessary to compensate Executive for the Executive's unvested interests under the Company's retirement savings plan which are forfeited by Executive in connection with the termination of Executive's employment. (7) Company may adopt such amendments to its executive benefit plans, if any, as are necessary to effectuate the provisions of this Agreement. (8) Any outstanding unvested stock options, stock performance units or similar equity awards (other than restricted stock awards) held by Executive on the Date of Termination shall continue to vest in accordance with their original terms (including any related performance measures) for two the duration of the Benefit Continuation Period as if Executive had remained an employee of the Company through the end of such period and any such stock option, stock performance unit or other equity award (2other than restricted stock awards) years after that has not vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. In addition, Executive shall have the right to continue to exercise any outstanding vested stock options held by Executive during the Benefit Continuation Period; provided that in no event shall Executive be entitled to exercise any such option beyond the original expiration date of such option. Any outstanding restricted stock award held by Executive as of the Date of Termination that would have vested during the Benefit Continuation Period had Executive remained an employee of the Company through the end of such period shall be immediately vested as of the Date of Termination and any restricted stock award that would not have vested as of the conclusion of such period shall be immediately cancelled and forfeited as of such date. (9) Following the Executive’s Date of Termination, or such longer period the Executive shall receive the computer which Executive is utilizing as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits Date of Termination. (10) Notwithstanding anything in this Agreement to the Executive and/or contrary, in no event shall the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) provision of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree in-kind benefits pursuant to such plans, practices, programs and policies, this Section 7 during any taxable year of Executive affect the Executive shall be considered provision of in-kind benefits pursuant to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services this Section 7 in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement taxable year of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Executive.

Good Reason; Other Than for Cause. If, during the Employment Contract Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason Reason, then, subject to the Executive’s execution (includingwithin 45 days of the Date of Termination), and non-revocation, of a release of claims substantially in the form attached hereto as Exhibit A; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the Company by the Executive, then such release shall be null and void and the payments hereunder shall be made without limitation, regard to any requirement for a Permitted Executive Termination):signed release: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days on the 60th day (except as specifically provided in Section 5(a)(i)(A)(2)) after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting Base Salary and any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year accrued but unused vacation pay through the Date of Termination, and (2) the denominator Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of which is 365 and Termination occurs if such bonus has not been paid as of the Date of Termination (4) at the time such Annual Bonus would otherwise have been paid (it being understood that any compensation portion of such Annual Bonus that was previously deferred by shall be paid in accordance with the Executive (together with any accrued interest or earnings thereon) applicable deferral arrangement and any accrued vacation payelection thereunder)) (together, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1x) two 1.0 (2or, if the Date of Termination occurs (I) within the two-year period following a Change of Control (as defined in the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Equity Incentive Plan”)) or (II) as a result of an Anticipatory Termination (as defined below), 1.5), and (2y) the sum of (xI) the Executive’s Annual Base Salary as of the Date of Termination and (yII) the Highest Annual Target Bonus (as hereinafter defined)of the Date of Termination; and (ii) for two (2) years after 18 months following the Executive’s Date of Termination, or such longer period as may be provided by Termination (the terms of the appropriate plan, program, practice or policy“Benefits Period”), the Company shall continue benefits to provide the Executive and/or and the Executive’s family at least eligible dependents with medical (including vision and dental) benefits and life insurance coverage (the “Health Care Benefits”) equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that (x) the Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Executive becomes reemployed employed with another employer and is eligible to receive covered by another employer-sponsored plan providing substantially equivalent medical (including vision and dental) or other welfare benefits under another employer provided planlife insurance benefits, the medical and other welfare benefits or life insurance described herein herein, whichever is applicable, shall no longer be provided by the Company. The receipt of the Health Care Benefits shall be secondary conditioned upon the Executive continuing to those provided under such other plan during such applicable period pay the Applicable COBRA Premium (as defined below). During the Benefits Period, the Company shall pay to the Executive a monthly amount (the “Monthly Payment”) equal to the Applicable COBRA Premium in respect of eligibilitythe level of coverage that the Executive elected, which payment shall be paid in advance on the first business day of each month, commencing with the month immediately following the Executive’s Date of Termination. For purposes of determining eligibility (but not this paragraph, “Applicable COBRA Premium” means the monthly premium in effect from time of commencement of benefits) of the Executive to time for retiree benefits pursuant coverage provided to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement former employees of the Company under Section 4980B of the Code and its affiliated companies the regulations thereunder with respect to a particular level of coverage (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”i.e., single, single plus one, or family).; and

Good Reason; Other Than for Cause. If, during the Employment Period, the Company Executive's employment shall terminate the Executive’s employment be terminated other than for Cause Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) any accrued but unpaid Annual Bonus respecting any Incentive Payment paid or payable in respect of the most recently completed fiscal year ending prior of the Company, to the Date of Termination, (3) the product of (x) the Average Annual Bonus extent such amount is determinable and not theretofore paid and (y) a fractioniii), unless otherwise specified by Executive or prohibited by the numerator terms of which is the number of days in the current fiscal year through the Date of Terminationany deferral agreement, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to In the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by event the Executive; provided, however, that, if at 's Annual Incentive Payment is not determinable on the time Date of Termination, Executive is such Annual Incentive Payment shall be paid to the Executive, in a “specified employee” lump sum in cash, within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months five days after the date the amount of separation from service with the Company (or, if earlier, the date of the Executive’s death)such Payment is determinable; and B. the (b) an amount equal to the product of (1i) two (2), three and (2ii) the sum of (x) the Executive’s 's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual Bonus Incentive Payment and (as hereinafter defined)B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (iic) for two an amount equal to the product of three times the higher of (2i) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms sum of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which amounts that would have been provided to them in accordance with contributed based on the plans, programs, practices and policies described in Section 4(b)(ivReference Amount (defined below) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive's account under (x) all retirement plans in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect generally at any time thereafter with respect to other peer executives and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the Company and its affiliated companies and their familiesamounts that would have been contributed based on the Reference Amount, provided, however, that if to the Plans in which the Executive becomes reemployed with another employer and is was eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary participate immediately prior to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination as those Plans were in effect and to have retired on funded for the last day fiscal year immediately preceding the Date of such period; (iii) Termination. For the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or providedpurposes hereof, the Company term "Reference Amount" shall timely pay or provide mean an amount equal to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement one-third of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”amount calculated in clause V.A.1.(b).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to the contrary notwithstanding, the The timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two one and one-half (21.50), and (2) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Average Annual Bonus (as hereinafter defined)Bonus; and (ii) for two eighteen (218) years months after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two eighteen (218) years months after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s 's policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm (including, for the avoidance of doubt, on the Automatic Expiration Date), the Company shall terminate the Executive’s employment other than for Cause (but not due to Executive’s death or the Disability), or Executive shall terminate his employment for Good Reason (including, without limitationfor the avoidance of doubt, an Anticipatory Qualifying Termination), then, subject to Executive executing (and not revoking) a Permitted Executive general release of claims against the Company no later than 55 days after the Date of Termination):: (i) the Company shall pay make a lump-sum payment to Executive on the Executive in a lump sum in cash within 30 days after 60th calendar day following the Date of Termination in an aggregate amount equal to one year’s Base Salary computed at Executive’s highest rate of annual Base Salary in effect during the aggregate six-month period immediately preceding his Date of Termination; (ii) the Company shall make a lump-sum payment to Executive in an amount equal to the product of (A) the Annual Bonus that Executive would have earned determined based on the Company’s actual performance for the fiscal year of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through Company in which the Date of Termination to occurs (or (x) in the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to event the Date of TerminationTermination occurs during the First Stub Period, (3) the product of (x) the Average Annual Bonus that Executive would have earned determined based on the Company’s actual performance for the First Stub Period and (y) in the event the Date of Termination occurs during the Second Stub Period, the portion of the Annual Bonus that Executive would have earned determined based on the Company’s actual performance for the full fiscal year in which the Second Stub Period occurs determined by pro rating such amount based on the portion of such fiscal year elapsed as of the end of the Second Stub Period), and (B) a fraction, the numerator of which is the number of days that have elapsed in the current fiscal year through of the Company (or Stub Period, as applicable) in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365 the total number of days in that fiscal year (or Stub Period, as applicable) (such amount, the “Pro Rata Annual Bonus”). The Pro Rata Annual Bonus shall be payable at such time as the Company otherwise makes annual bonus payments for such fiscal year to its other executive officers; (iii) Executive shall be entitled to accelerated vesting of (A) any outstanding time-based Company long-term incentive awards (whether in the form of cash-settled or equity-settled awards and including the Initial Award, but excluding any such Company awards granted pursuant to the Transaction Agreement in respect of ATK equity-based awards) granted on or following the Commencement Date that would have vested had Executive remained employed for 12 months following the Date of Termination, (B) a pro rata portion of any outstanding performance-based Company long-term incentive awards (whether in the form of cash-settled or equity-settled awards) granted on or following the Commencement Date determined following the last day of the applicable performance period for each such grant by multiplying the number of performance-based awards that would otherwise have vested on the next vesting date following the Date of Termination based on the Company’s actual performance during such period by a fraction, (I) the numerator of which shall be the number of days that have elapsed between the vesting date immediately preceding the Date of Termination and the Date of Termination (or, if Executive’s employment is terminated before the first vesting date, between the Commencement Date and the Date of Termination), and (4II) any compensation previously deferred by the denominator of which shall be the total number of days in the period from such immediately preceding vesting date (or, if applicable, the Commencement Date) through the next vesting date; provided, however, that Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case shall only be entitled to such accelerated vesting to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions that Executive was employed for at least 90 days of the applicable deferred compensation plan performance period and (C) any payment election previously made by outstanding Company restricted shares or RSUs granted on the ExecutiveCommencement Date pursuant to the Transaction Agreement in respect of ATK equity-based awards (including, for the avoidance of doubt, ATK restricted shares, restricted share units and performance shares) that were originally granted more than 12 months prior to the Date of Termination. Any outstanding unvested long-term incentive awards, regardless of form or when granted, that do not vest pursuant to this Section 5(a)(iii) shall automatically terminate and be immediately forfeited as of the Date of Termination; provided, however, that, notwithstanding anything in this Agreement or any other Company plan or agreement to the contrary, if at the time of such termination constitutes an Anticipatory Qualifying Termination, Executive is a “specified employee” within the meaning of Section 409A then any long-term incentive awards that would otherwise have been forfeited as of the Internal Revenue CodeDate of Termination (such awards, as amended, then payments the “Conditional Awards”) shall not be made before forfeited pursuant to this Section 5(a)(iii) and, instead, shall be subject to the date provisions of Section 5(f)(ii). All vested stock options (including those as to which is six vesting accelerates pursuant to this Section 5(a)(iii)(A) or (6B)) months after shall remain exercisable for 90 days following the date Date of separation from service with the Company Termination (or, or if earlier, the applicable expiration date thereof) and then shall automatically terminate and be forfeited. Vested RSUs shall be settled no later than the 60th calendar day following the Date of Termination, and earned performance-based awards shall be settled at the Executive’s deathsame time as such awards are paid to similarly situated executives; (iv) in the event that, upon such termination, Executive elects to receive health and dental continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”); and B. , the Company shall pay the cost of such COBRA continuation coverage for 18 months following the Date of Termination in an amount equal to the product excess, if any, of (1the cost of such COBRA continuation coverage over the cost payable for health and dental benefits by active employees of the Company; provided that the Company’s obligations pursuant to this Section 5(a)(iv) two (2), and (2) the sum of (x) the shall cease upon Executive’s Annual Base Salary becoming eligible for substantially equivalent health and dental coverage from a subsequent employer (y) such benefits, the Highest Annual Bonus (as hereinafter defined“Continued Welfare Benefits”); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (ivv) to the extent not theretofore paid or provided, the Company shall timely pay to Executive his Base Salary through the Date of Termination, pay any earned but unpaid Annual Bonus from a prior completed fiscal year, and pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the that Executive is eligible to receive under pursuant to the terms and conditions of the employee benefit plans and programs, including any plan, bonus program, policy or practice or contract or agreement of the Company and its affiliated companies affiliates through the Date of Termination at the time such payments are due or benefits are to be provided (if any) and taking into account any deferral elections made by Executive (all such other amounts and benefits described in this clause (v) shall be hereinafter referred to as the “Other Accrued Benefits”).

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as a Senior Vice President of (1the Company) two (2)immediately preceding the Date of Termination under the Company’s Annual Incentive Program, and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iiiii) the Company shall, at its sole expense as incurred, provide average annualized payment the Executive with outplacement services in accordance with received for the 3 years (or such shorter period during which the Executive has served as a Senior Vice President of the Company) immediately preceding the Date of Termination under the Company’s policies with regard to outplacement then in effect; andAnnual Incentive Program (the “Severance Payment”). (ivii) subject to the provisions of Section 8(g) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts: A. (A) the Accrued Obligations; (B) the amount equal to the sum of (1) the Executive’s Annual Base Salary through the end of the Company’s fiscal year in which the Date of Termination to the extent not theretofore paidoccurs, and (2) any accrued but unpaid Annual the Target Bonus respecting any completed for the fiscal year ending prior to in which the Date of Termination, Termination occurs; (3C) the amount equal to the amount by which the (1) product of (x) the Average Annual Bonus three and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1)Executive’s Annual Base Salary and his Target Bonus, exceeds (2)) the value of the Retention Award, (3) and (4) which for this purpose shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein determined by reference to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions value of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after Award on the date of separation from service with the Company grant; (or, if earlier, the date of the Executive’s death); and B. D) the amount equal to the product of (1) two (2), three and (2) the sum 25% of (x) the Executive’s Annual Base Salary (which amount is in lieu of continuing employee benefits and perquisites (y) the Highest Annual Bonus (as hereinafter definedprovided that Executive and his dependents shall retain rights to any Accrued Obligations and to elect and maintain COBRA coverage); and). (ii) for two With respect to any options, restricted stock, restricted stock units (2including the Retention Award) years after or other stock-based awards held by the ExecutiveExecutive under the Company’s Incentive Compensation Plan, or any successor plan, on the Date of Termination all restrictions on awards of restricted stock or restricted stock units and other stock-based awards (other than stock options) will be canceled and such awards shall vest, and all outstanding stock options that have not fully vested, shall vest and become immediately exercisable, in each case only to the extent such awards were scheduled to become vested and exercisable during the 36-month period following the Date of Termination; provided, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter that with respect to other peer executives any stock options, the options shall remain exercisable until the earlier of (x) the expiration of the Company option term or (y) one (1) year after the Date of Termination; and its affiliated companies and their families, provided, however, provided further that if any portion of any such awards that remains unvested after application of the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein preceding provisions of this paragraph (c) shall be secondary to those provided under such other plan during such applicable period forfeited as of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent shall not theretofore paid thereafter become vested or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)exercisable.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual 's Base Salary through the Date of Termination to the extent not theretofore paid, (2) the greater of (A) an amount equal to the Executive's highest bonus (including any accrued but unpaid Annual Bonus respecting bonus deferred by the Executive) under the Company's bonus plan, or any completed comparable bonus under any predecessor or successor plan, for the last three full fiscal year ending years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year) and (B) the Annual Bonus paid or payable (including any bonus or portion thereof which has been earned but deferred), in each case pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) the product of (x) the Average Annual Bonus any accrued and (y) a fractionunpaid Fringe Benefits, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and; B. the amount equal to the product of (1) two (2), three and (2) the sum Executive's highest Base Salary during any of (x) the three years preceding the Date of Termination; plus an amount equal to the Executive’s Annual 's highest Base Salary during any of the three years preceding the Date of Termination multiplied by the highest percentage payout of the Executive's bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in comparison to salary (annualized in the event that Executive was not employed by the Company for the whole of such applicable period) paid and/or accrued in any of the three years preceding the Date of Termination; plus the highest one-year cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. This amount will be reduced by the amounts paid, if any, to the Executive under the Company's Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive's benefits under the Company's Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and (y) shall not be entitled to the Highest Annual Bonus (as hereinafter definedpayments provided for under this Section 4(a)(i)(B); and C. payment of benefits under any Supplemental Executive Retirement Plan ("SERP") in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall be a lump sum payment in an amount equal to the benefit payable under the SERP adjusted by crediting the Executive with additional years of credited service for benefit accrual and vesting, and additional years of age, in each case equal to five years less the period from the Effective Date through the Date of Termination in which the Executive participates in any SERP. The amount of any such benefit shall be calculated as of the Date of Termination in accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP; (ii) for two (2) three years after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(v) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall be become secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurredincurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in accordance with the Company’s policies with regard to outplacement then in effect; andhis sole discretion; (iv) to the extent not theretofore therefore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); provided, however, Other Benefits shall exclude any benefits under the Company's Severance Pay Plan.

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability, or (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) and any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to vacation pay through the Date of Termination, (32) the product Executive’s business expenses that are reimbursable pursuant to Section 3(b)(viii) but have not been reimbursed by the Company as of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if Date of Termination (at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s deathsuch Annual Bonus would otherwise have been paid); and B. the amount equal to the product of (1x) two (2), and (2y) the sum of (xI) the Executive’s Annual Base Salary and (yII) the Highest Annual Bonus (as hereinafter defined)Target Bonus; and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by Termination (the terms of the appropriate plan, program, practice or policy“Continuation Period”), the Company shall continue medical and life insurance benefits to the Executive and/or and, if applicable, the Executive’s family at least equal to those which that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated orterminated; provided, if more favorable that the Executive continues to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, make all required contributions; provided, however, that that, if the Executive becomes reemployed re-employed with another employer and is eligible to receive medical substantially equivalent health or other welfare life insurance benefits under another employer employer-provided plan, the medical and other welfare health benefits or life insurance described herein herein, whichever is applicable, shall no longer be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not by the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period;Company; and (iii) the Company shall2004 Stock Option, at its sole expense as incurredthe Effective Date Stock Option, provide the Restricted Stock Units, the Effective Date Restricted Stock Units, the Effective Date Restricted Stock and all other outstanding equity-based awards granted to the Executive on or after the Effective Date shall continue to vest and, with outplacement services in accordance respect to stock options and other awards that are not immediately exercisable, become exercisable pursuant to their respective terms on the applicable scheduled vesting dates, so long as the Executive complies with the Companyprovisions of Section 7 of this Agreement and any other applicable provisions of the applicable award agreement and the Incentive Plan (other than continued service). Subject to the immediately preceding sentence, all such awards shall remain exercisable by the Executive following vesting until the earlier of (A) eighteen months following the later to occur of (x) the applicable vesting date of such award or (y) the Executive’s policies with regard to outplacement then in effectDate of Termination or (B) the expiration of the scheduled term of such award, as applicable; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliated companies affiliates (such other amounts and benefits shall be hereinafter referred to as benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. Except with respect to payments and benefits under Sections 5(a)(i)(A)(1)., 5(a)(i)(A)(2) and 5(a)(iv), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive’s execution and non-revocation of a release substantially in the form attached hereto as Exhibit A.

Good Reason; Other Than for Cause. IfSubject to Executive’s execution and delivery of the Release, during the Employment Period, if the Company shall terminate the Executive’s employment other than for Cause (but not for Disability) or the Executive shall terminate her employment for Good Reason Reason: (including, without limitation, a Permitted 1) The Company shall pay Executive Termination): on the Executive’s Date of Termination an amount equal to the sum of (i) the Company shall pay to prorated portion of the Target Bonus for Executive for the year in a lump sum in cash within 30 days after which the Date of Termination the aggregate of the following amounts: A. occurs, plus (ii) an amount equal to three (3) times the sum of (1) the Executive’s Annual Base Salary through and Target Bonus as of the Date of Termination to the extent not theretofore paid, Termination. (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to For a period of two (2) years following the Date of Termination, the Executive shall be treated as if she had continued to be an Executive for all purposes under the Company’s Health Insurance Plan and Dental Insurance Plan; or if the Company has not yet established its own Health Insurance Plan and/or Dental Plan or the Executive is prohibited from participating in such plan, the Company shall, at its sole cost and expense, provide health and dental insurance coverage for Executive which is equivalent to the coverage provided to Executive as of the Date of Termination. Such benefits shall not have any waiting period for coverage and shall provide coverage for any pre-existing condition. Following this continuation period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA treating the end of this period as a termination of the Executive’s employment if allowed by law. (3) the product For a period of two (x2) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through years following the Date of Termination, Company shall maintain in force, at its expense, all life insurance being provided or required to be provided to the Executive by the Company as of the Date of Termination and shall thereafter enable Executive to assume such life insurance at the denominator of which is 365 and Executive’s expense. (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum For a period of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after following the Executive’s Date of Termination, or the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have had she remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Should Executive become disabled during such longer period period, Executive shall be entitled to receive such benefits, and for such duration, as may be provided by the applicable plan provides. (5) To the extent not already vested pursuant to the terms of the appropriate such plan, programthe Executive’s interests under any retirement, practice savings, deferred compensation, profit sharing or policy, similar arrangement of the Company shall continue benefits be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the Executive and/or vesting of employer contributions based upon the Executive’s family at least equal to those which would have been provided to them in accordance years of service with the Company. (6) The Company shall adopt such employee benefit plans or amendments to its employee benefit plans, programsif any, practices and policies described in Section 4(b)(iv) as are necessary to effectuate the provisions of this Agreement if Agreement. (7) Executive shall become vested in all restricted stock awards, stock options and other performance related compensation, including any performance cash plan awards or awards under a successor or replacement plan, on the basis of the maximum payout for any open performance cycles. (8) The Company shall provide Executive with executive office space and an executive secretary (both the office space and secretary shall be of a quality comparable to that the Executive had during the Employment Term) in a city or other locale chosen by Executive for a period of one year after the termination of Executive’s employment had with an aggregate cost not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)exceed $50,000.

Good Reason; Other Than for Cause. IfDeath or Disability on or After the Effective Date. Regardless of whether the Change of Control Period has expired, during if, within three years after the Employment PeriodEffective Date, (i) the Company Corporation shall terminate the Executive’s employment for any reason other than for Cause Cause, Death or Disability, or (ii) the Executive shall terminate her employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (iI) the Company Corporation shall pay to the Executive in a lump sum in cash within 30 20 days after the Date of Termination the aggregate of the amounts determined pursuant to the following amounts:clauses (A) and (B): A. the sum of (1A) if not theretofore paid, the Executive’s Annual Base Salary base salary through the Date of Termination to at the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days rate in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if effect at the time the Notice of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death)Termination was given; and B. the amount equal to the product of (1) two (2), and (2B) the sum of (x) the Executive’s Annual Base Salary annual base salary at the rate in effect at the time the Notice of Termination was given, or if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date and (y) an amount equal to the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, highest bonus paid or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits payable to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable pursuant to the Executive, as in effect generally at any time thereafter with respect applicable cash incentive compensations plan(s) within five fiscal years prior to other peer executives of the Company and its affiliated companies and their familiesEffective Date, provided, however, that if in no event shall the Executive becomes reemployed with another employer and is eligible be entitled to receive medical or other welfare benefits under another employer this clause (B) more than the product obtained by multiplying the amount determined as hereinabove provided plan, the medical and other welfare benefits described herein in this clause (B) by a fraction whose numerator shall be secondary to those provided under such other plan during such applicable period the number of eligibility. For purposes months (including fractions of determining eligibility (but not the time of commencement of benefitsa month) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after that at the Date of Termination and to have retired on remain until the last first day of such period; the month coinciding with or next following the Executive’s 65th birthday and whose denominator shall equal twelve (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect12); and (ivII) until the earlier to occur of (i) the extent not theretofore paid date one year following the Date of Termination, or provided, (ii) the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement first day of the Company and its affiliated companies first month coinciding with or next following the Executive’s 65th birthday (such other amounts and benefits shall be the period of time from the Date of Termination until the earlier of (i) or (ii) is hereinafter referred to as the “Other BenefitsUnexpired Period”), the Corporation shall continue to provide all benefits that the Executive and/or her family is or would have been entitled to receive under all medical, dental, vision, disability, executive life, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies, in each case on a basis providing the Executive and/or her family with the opportunity to receive benefits at least equal to those provided by the Corporation and its affiliated companies for the Executive under such plans and programs if and as in effect at any time during the 90-day period preceding the Effective Date.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) except as specified below, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average average Annual Bonus paid to the Executive in respect of the three completed fiscal years prior to the Date of Termination, provided that such amount shall not be less than Executive's Annual Bonus at target hereunder (the "Recent Average Bonus"), and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), ) and (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the amount equal to the product of (1x) two (2)two, or if the Date of Termination is within three years after a Change of Control, three and (2y) the sum of (xI) the Executive’s 's Annual Base Salary and (yII) the Highest Annual Bonus (as hereinafter defined)Recent Average Bonus; and (ii) for two (2) years after the Executive’s Date of Terminationany stock options, or such longer period as may be provided restricted stock and restricted share units held by the terms Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest immediately (with option exercisability continuing until the end of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effectoption term); and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies affiliates (such other amounts and benefits shall be hereinafter referred to as benefits, the “"Other Benefits”)") in accordance with the terms and normal procedures of each such plan, program, policy or practice; provided that Executive and his eligible dependents shall continue to participate in the Company's welfare benefit plans for the period during which severance is measured commencing on the Date of Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual 's Base Salary through the Date of Termination to the extent not theretofore paid, (2) the greater of (A) an amount equal to the Executive's highest bonus (including any accrued but unpaid Annual Bonus respecting bonus deferred by the Executive) under the Company's bonus plan, or any completed comparable bonus under any predecessor or successor plan, for the last three full fiscal year ending years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year) and (B) the Annual Bonus paid or payable (including any bonus or portion thereof which has been earned but deferred), in each case pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) the product of (x) the Average Annual Bonus any accrued and (y) a fractionunpaid Fringe Benefits, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the amount equal to the product of (1) two (2), and (2) the sum Executive's highest Base Salary during any of (x) the three years preceding the Date of Termination; plus an amount equal to the Executive’s Annual 's highest Base Salary during any of the three years preceding the Date of Termination multiplied by the highest percentage payout of the Executive's bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in comparison to salary (annualized in the event that Executive was not employed by the Company for the whole of such applicable period) paid and/or accrued in any of the three years preceding the Date of Termination; plus the highest one-year cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. This amount will be reduced by the amounts paid, if any, to the Executive under the Company's Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive's benefits under the Company's Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and (y) shall not be entitled to the Highest Annual Bonus (as hereinafter definedpayments provided for under this Section 4(a)(i)(B); and. (ii) for two (2) years after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(v) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall be become secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurredincurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in accordance with the Company’s policies with regard to outplacement then in effect; andhis sole discretion; (iv) to the extent not theretofore therefore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); provided, however, Other Benefits shall exclude any benefits under the Company's Severance Pay Plan.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date greater of Termination, (3A) the product of (x) the Average Recent Annual Bonus and (yB) a fractionthe Annual Bonus paid or payable (including any bonus or portion thereof which has been earned but deferred), the numerator of which is the number of days in the current fiscal year pro rated through the Date of TerminationTermination to the extent not theretofore paid, and the denominator of which is 365 and (43) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the amount equal to the product of (1) two (2), and (2) the sum Executive's Annual Base Salary, together with the Recent Annual Bonus, reduced by the amounts paid, if any, to the Executive under the Company's Severance Pay Plan as a result of (x) such termination; provided, however, that if the Executive’s Annual Base Salary 's benefits under the Company's Severance Pay Plan exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and (y) shall not be entitled to the Highest Annual Bonus (as hereinafter definedpayments provided for under this Section 6(a)(i); and. (ii) for two (2) years after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their familiesfamilies (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years one year after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than cause, the Company shall, at its sole expense as incurredincurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; (iv) with respect to any options, stock or other stock based awards held by the Executive pursuant to the Company's Employee Stock Option Plan on the Date of Termination all restrictions on awards of restricted stock will be canceled, all outstanding stock options and stock appreciation rights and other stock based awards that have not fully vested, shall vest immediately and become fully exercisable and shall not thereafter be forfeitable. The period for exercising stock options shall be extended to a date three years from the Date of Termination, provided, in the event that the Incumbent Board makes a determination contrary to the provisions of this subparagraph in the case of a merger of the Company, but in accordance with the Company’s policies with regard to outplacement then in effectapplicable stock option plan or stock option, such determination shall prevail; and (ivv) to the extent not theretofore therefore paid or provided, provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); provided, however, Other Benefits shall exclude any benefits under the Company's Severance Pay Plan.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amounts: A. (A) the Accrued Obligations; (B) the amount equal to the sum of (1) the Executive’s 's Annual Base Salary through the end of the Company's fiscal year in which the Date of Termination to the extent not theretofore paidoccurs, and (2) any accrued but unpaid Annual the Target Bonus respecting any completed for the fiscal year ending prior to in which the Date of Termination, Termination occurs; (3C) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), three and (2) the sum of the Executive's Annual Base Salary and his Target Bonus; (D) the amount equal to the product of (1) three and (2) 25% of the Executive's Annual Base Salary (which amount is in lieu of continuing employee benefits and perquisites (provided that Executive and his dependents shall retain rights to any Accrued Obligations and to elect and maintain COBRA coverage)). (ii) With respect to any options, stock appreciation rights, restricted sock, restricted stock units (including the Retention Award) or other stock-based awards held by the Executive under the Company's Incentive Compensation Plan, or any successor plan, on the Date of Termination all restrictions on awards of restricted stock or restricted stock units and other stock-based awards (other than stock options and stock appreciation rights) will be canceled and such awards shall vest, and all outstanding stock options and stock appreciation rights that have not fully vested, shall vest and become immediately exercisable, in each case only to the extent such awards were scheduled to become vested and exercisable during the 36-month period following the Date of Termination; provided, that with respect to any stock options and stock appreciation rights, the options and stock appreciation rights shall remain exercisable until the earlier of (x) the Executive’s Annual Base Salary and expiration of the option or stock appreciation rights term or (y) the Highest Annual Bonus one (as hereinafter defined); and (ii1) for two (2) years year after the Executive’s Date of Termination, or ; and provided further that any portion of any such longer period as may be provided by the terms portion of any such awards that remains unvested after application of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) preceding provisions of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein paragraph (c) shall be secondary to those provided under such other plan during such applicable period forfeited as of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and shall not thereafter become vested or exercisable." 2. The Employment Agreement as in effect prior to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent this First Amendment not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits amended hereby shall be hereinafter referred to as the “Other Benefits”)and remain in full force and effect and not affected by this First Amendment.

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or as a result of a Company Nonrenewal, or (2) the Executive shall terminate employment for Good Reason Reason, then, subject to the Executive’s execution (includingwithin 45 days of the Date of Termination), and non-revocation, of a release of claims substantially in the form attached hereto as Exhibit A; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the Company by the Executive, then such release shall be null and void and the payments hereunder shall be made without limitation, regard to any requirement for a Permitted Executive Termination):signed release: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days on the 60th day (except as specifically provided in Section 5(a)(i)(A)(2)) after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting Base Salary and any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year accrued but unused vacation pay through the Date of Termination, and (2) the denominator Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of which is 365 and Termination occurs if such bonus has not been paid as of the Date of Termination (4) at the time such Annual Bonus would otherwise have been paid (it being understood that any compensation portion of such Annual Bonus that was previously deferred by shall be paid in accordance with the Executive (together with any accrued interest or earnings thereon) applicable deferral arrangement and any accrued vacation payelection thereunder)) (together, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1x) two (2or, if the Date of Termination occurs (I) within the two-year period following a Change of Control (as defined in the Primerica, Inc. 2010 Omnibus Incentive Plan (the “Equity Incentive Plan”)) or (II) as a result of an Anticipatory Termination (as defined below), three), and (2y) the sum of (xI) the Executive’s Annual Base Salary as of the Date of Termination and (yII) the Highest Annual Target Bonus (as hereinafter defined)of the Date of Termination; and (ii) for two (2) years after the Executive’s Date of Termination, 18 months or such longer applicable period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), following the Date of Termination (such period, as it may be provided modified by clause (y) below in this Section 5(a)(ii), the terms of the appropriate plan, program, practice or policy“Benefits Period”), the Company shall continue benefits to the Executive and/or provide the Executive’s family at least equal to those which would have been provided to them , his spouse and his other eligible dependents with medical (including vision and dental) benefits (the “Health Care Benefits”) in accordance with COBRA and the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, Company; provided, however, that (x) the Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Executive becomes reemployed employed with another employer and is eligible covered by another employer-sponsored plan providing substantially equivalent medical (including vision and dental) benefits, then the Company shall no longer provide the Health Care Benefits. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to receive medical or other welfare benefits under another employer provided planpay the Applicable COBRA Premium (as defined below). During the first 18 months of the Benefits Period, the medical and other welfare benefits described herein Company shall pay to the Executive a monthly amount (the “Monthly Payment”) equal to the Applicable COBRA Premium in respect of the level of coverage that the Executive elected, which payment shall be secondary to those provided under such other plan during such applicable period paid in advance on the first business day of eligibilityeach month, commencing with the month immediately following the Executive’s Date of Termination. For purposes of determining eligibility (but not this paragraph, “Applicable COBRA Premium” means the monthly premium in effect from time of commencement of benefits) of the Executive to time for retiree benefits pursuant coverage provided to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement former employees of the Company under Section 4980B of the Code and its affiliated companies the regulations thereunder with respect to a particular level of coverage (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”i.e., single, single plus one, or family).; and

Good Reason; Other Than for Cause. IfIf the Executive remains employed through the Transition Date, during or if prior to the Employment PeriodTransition Date, the Company shall terminate terminates the Executive’s employment for any reason other than for Cause or the Executive shall terminate employment resigns for Good Reason (includingReason, without limitationthen, subject to the Executive’s execution within ten days of the Date of Termination, and non-revocation, of a Permitted Executive Termination):release of claims in the form attached hereto as Exhibit A, the Company shall provide the following compensation and benefits to the Executive: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1A) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting Base Salary and any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year accrued but unused vacation pay through the Date of Termination, and payable no later than the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the next payroll date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after following the Executive’s Date of Termination, or and (B) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such longer period Annual Bonus has not been paid as may be provided by the terms of the appropriate planDate of Termination, programpayable at the time such Annual Bonus would otherwise have been paid (together, practice or policythe “Accrued Obligations”). (ii) Within 18 days following the Date of Termination under the circumstances described above in the initial sentence of Section 5(a), the Company shall continue benefits pay to the Executive and/or the Executive’s family at least a lump sum in cash equal to those the sum of (A) an amount equal to $287,670, which represents the Annual Base Salary that would have been provided paid to them the Executive from the Date of Termination through August 18, 2015, (B) an amount equal to $945,210, which represents a prorated target Annual Bonus for 2015, prorated as if Executive remained employed through August 18, 2015, and (C) an amount equal to $787,675, which represents the cash value of Executive’s long-term target incentive opportunity for 2015 that would normally be granted in 2016, prorated as if Executive remained employed through August 18, 2015. (iii) For 18 months or such longer applicable period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), following the Date of Termination (such period, as it may be modified by clause (y) below in this Section 5(a)(iii), the “Benefits Period”), the Company shall provide the Executive, his spouse and his other eligible dependents with medical (including vision and dental) benefits (the “Health Care Benefits”) in accordance with COBRA and the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, Company; provided, however, that (x) the Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Executive becomes reemployed employed with another employer and is eligible covered by another employer-sponsored plan providing substantially equivalent medical (including vision and dental) benefits, then the Company shall no longer provide the Health Care Benefits. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to receive medical or other welfare benefits under another employer provided planpay the Applicable COBRA Premium (as defined below). During the first 18 months of the Benefits Period, the medical and other welfare benefits described herein Company shall pay to the Executive a monthly amount (the “Monthly Payment”) equal to the Applicable COBRA Premium in respect of the level of coverage that the Executive elected, which payment shall be secondary to those provided under such other plan during such applicable period paid in advance on the first business day of eligibilityeach month, commencing with the month immediately following the Transition Date. For purposes of determining eligibility (but not this paragraph, “Applicable COBRA Premium” means the monthly premium in effect from time of commencement of benefits) of the Executive to time for retiree benefits pursuant coverage provided to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement former employees of the Company under Section 4980B of the Code and its affiliated companies the regulations thereunder with respect to a particular level of coverage (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”i.e., single, single plus one, or family).

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive’s employment other than for Disability or Cause (including by reason of not renewing the Term), or the if Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the The Company shall pay pay, or cause to the be paid, to Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1A) the portion of Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year earned through the Date of Termination, and to the denominator of which is 365 extent not previously paid; and (4B) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (1), (2), (3A) and (4B) shall be hereinafter referred to as the “Accrued ObligationsBenefits”). Anything contained herein to The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time Date of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policySubject to Section 6 hereof, the Company shall continue benefits to pay, or cause to be paid, to Executive, continued Annual Base Salary (without taking into account any reduction to the Executive and/or the Annual Base Salary that constitutes Good Reason for Executive’s family at least termination), for the 12-month period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal to those which semi-monthly or other installments (not less frequently than monthly), commencing with the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms (and with the first such installment including any such Annual Base Salary amount that otherwise would have been provided paid earlier in the Severance Period, and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination). Notwithstanding the foregoing, if the termination described in this Section 5(a) occurs within 90 calendar days prior to, or within 2 years following, a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan (the “Equity Incentive Plan”)), then, in addition to them the amounts described in the first sentence of this Section 5(a)(ii): (A) the Company shall pay or cause to be paid to Executive, in lieu of any Pro-Rated Annual Incentive under Section 5(a)(iv), a lump sum payment equal to Executive’s Target STI under the STIP for the year in which the Date of Termination occurs (without pro-ration), payable on the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms; and (B) to the plansextent that the same treatment is not otherwise provided under the Equity Incentive Plan and the applicable award agreements, programs, practices and policies described in Section 4(b)(iv) each of this Agreement if the Executive’s employment had not been terminated orthen outstanding equity incentive awards shall become vested in full (without pro-ration), if more favorable to the Executive, as in effect generally at with any time thereafter specified performance objectives with respect to such outstanding awards deemed to be satisfied at the “target” level. (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive under the STIP for a completed fiscal year or other peer executives measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than the date that annual incentives are payable to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (iv) Subject to Section 6 hereof, if and only if Executive’s Date of Termination occurs at least three (3) full calendar months after the beginning of the Company’s fiscal year, and except as otherwise provided in Section 5(a)(ii), Executive will be eligible to receive an annual incentive under the STIP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and its affiliated companies without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and their familiesassuming that any individual goals applicable to Executive were satisfied at the “target” level, providedpro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (v) Subject to Section 6 hereof, howeverif Executive timely elects continued health and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, that as amended (“COBRA”), the Company will pay Executive’s full COBRA premiums to continue his coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) for the 12-month period commencing on the Date of Termination (the “COBRA Premium Period”). The COBRA Premium Period runs concurrently with the Severance Period. During the COBRA Premium Period, an amount equal to the applicable COBRA Premiums (or such other amounts as may be required by law) will be included in Executive’s income for tax purposes to the extent required by applicable law and the Company may withhold taxes from Executive’s other compensation for this purpose. Notwithstanding the foregoing, if Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare substantially equivalent health benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with then the Company’s policies with regard payment obligations and Executive’s right to outplacement then the subsidized premium payments as described in effect; andthis Section 5(a)(v) shall cease. (ivvi) to To the extent not theretofore paid or provided, the Company shall timely pay or provide provide, or cause to the be paid or provided, to Executive (or his estate) any other amounts amounts, benefits or benefits equity awards required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)) in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on accrued and vested benefits through the Date of Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s Employee's employment other than for Cause Cause, or death or if the Executive Employee shall terminate his employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Employee's Highest Base Salary through the Date of Termination, (3) ; and B. the product of (x) the Average Annual Bonus paid, payable to, or deferred (pursuant to Section 3 of the Employment Agreement) by the Employee for the last full fiscal year (if any) ending during the Employment Period or, if higher, for the last full fiscal year prior to the Effective Date (as applicable, the "Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, Termination and the denominator of which is 365 365; and C. the product of (x) 2.99 and (4y) any the sum of (i) the Highest Base Salary and (ii) the Recent Bonus; and D. in the case of compensation previously deferred deferred, pursuant to this Agreement, by the Executive Employee, all amounts previously deferred (together with any accrued interest or earnings thereon) and not yet paid by the Company, and any accrued vacation pay, in each case pay not yet paid by the Company; and E. the Employee shall be entitled to receive a lump-sum cash payment equal to the extent not theretofore paid amount which the Company would have credited to the Employee's Company Contribution Account under the Company's Executive Deferred Compensation Plan (the "Deferred Compensation Plan") during the remainder of the Employment Period if during the remainder of the Employment Period the Employee had deferred the maximum amount of the Employee's compensation which the Employee could have deferred under the Deferred Compensation Plan and if the Employee's annual compensation during the Employment Period were equal to the sum of the amounts described in clauses (1)Employee's Highest Base Salary and Recent Bonus. For the purposes of determining the amount of this cash payment, (2), (3) and (4) no adjustment shall be hereinafter referred to as made for any amounts which the “Accrued Obligations”). Anything contained herein Company would have contributed to the contrary notwithstanding, Employee's account in the timing of payment Hilton Hotels Thrift Savings Plan during the Employment Period; and F. any and all compensation previously deferred by the Company Employee pursuant to the terms of any deferred compensation both the Employment Agreement and the Deferred Compensation Agreement shall remain subject to be paid in accordance with the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); andsuch agreements. (ii) for two (2) years after the Executive’s Date remainder of Terminationthe Employment Period, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policypolicy may provide, the Company shall continue benefits to the Executive Employee and/or the Executive’s Employee's family at least equal to to: (A) those which would have been provided to them in accordance with the plansplan, programs, practices and policies described in Section Sections 4(b)(iv) and (vi) of this Agreement if the Executive’s Employee's employment had not been terminated orterminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries during the 90-day period immediately preceding the Effective Date; or (B) if more favorable to the ExecutiveEmployee, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies key employees and their families, provided, however, that if the Executive becomes reemployed with another employer families and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive Employee shall be considered to have remained employed until two (2) years after the Date end of Termination the Employment Period and to have retired on the last day of such period; ; or (iiiC) if more favorable to the Company shallEmployee, at its sole expense as incurredin whole or in part, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement terms of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Employment Agreement.

Good Reason; Other Than for Cause. Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination (except in the event of an election made by the Executive pursuant to D below) the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Executive's Annual Bonus as defined in Section 4(b)(ii) of the Agreement (annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (43) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the amount equal to the product of (1) two (2), three and (2) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Executive's target bonus under the Company's Management Incentive Plan, or any comparable bonus plan in which the Executive participates and which has a target bonus generally similar to that in the Company's Management Incentive Plan (the "Target Bonus"), less amounts, if any, paid to the Executive in accordance with the Company's severance pay policies; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") (utilizing in each case actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Effective Date), which the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is equal to the Annual Base Salary as required by Section 4(b)(i) and plus the Executive's Target Bonus as described in Section 6(i)(B) for the most recent fiscal year (or other bonus amount considered pensionable under the Retirement Plan), over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; D. should the Executive so elect by written notice provided to the Benefits Administrator no later than the business day immediately preceding the Effective Date, an amount equal to the present value of the benefits to which the Executive is entitled under the SERP as of the Date of Termination, utilizing (a) as a discount rate the rate of return on 10-year Treasury Securities in effect for the month prior to the month in which the change of control occurs, and (b) mortality assumptions based on the Applicable Mortality Table defined in Section 417(e)(3)(A)(1) of the Code (as hereinafter defined); andsuch amount shall be paid on the first anniversary of the Effective Date if the Executive's employment has been terminated as above provided prior thereto, otherwise it shall be paid on the Executive's Date of Termination. (ii) for two (2) three years after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their familiesfamilies (collectively, "Welfare Benefits"), provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) three years after the Date of Termination and to have retired on the last day of such period. The Company shall continue to provide the Executive with Welfare Benefits at the Executive's own cost until the Executive is eligible for coverage under Medicare; (iii) the Company shall, at its sole expense as incurreda maximum cost of 10% of the Executive's Annual Base Salary, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in accordance with the Company’s policies with regard to outplacement then in effecthis sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination): (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus Bonus, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, including the requirement that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), two(2) and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period. If the terms of any employment welfare benefit plan or employee pension benefit plan of the Company do not permit continued participation by the Executive, the Company will arrange to provide to the Executive a benefit substantially similar to, and no less favorable than, the benefit he was entitled to receive under such plan at the end of the period of coverage. Any such substitute benefit shall be provided at the same time as the benefit it replaces; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (v) Notwithstanding any provision to the contrary, in the event that any payments or benefits required to be provided by the Company under this Section 6(a) are deemed to constitute payments of “nonqualified deferred compensation” that is subject to the requirements of Section 409A of the Code and if the Executive is deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” (as such term is defined in the Treasury Regulations issued under Section 409A of the Code), or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(a)(v) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sun, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion.

Good Reason; Other Than for Cause. IfSubject to Sections 5(e) and 9(f), if, during the Employment Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability, or (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting Base Salary and any completed fiscal year ending prior to accrued but unused vacation pay through the Date of Termination, (32) the product Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vii) but have not been reimbursed by the Company as of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if Date of Termination (at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s deathsuch Annual Bonus would otherwise have been paid); and B. the amount equal to the product of (1x) two (2), and (2y) the sum of (xI) the Executive’s Annual Base Salary and (yII) the Highest Annual Bonus (as hereinafter defined)Target Bonus; and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical and life insurance benefits to the Executive and/or (and, if applicable, to any dependents of the Executive’s family Executive who received such benefits under his coverage prior to the Date of Termination) at least equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated orterminated; provided, if more favorable that the Executive continues to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, make all required contributions; provided, however, that that, if the Executive becomes reemployed re-employed with another employer and is eligible to receive medical substantially equivalent health or other welfare life insurance benefits under another employer employer-provided plan, the medical and other welfare health benefits or life insurance described herein herein, whichever is applicable, shall no longer be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility by the Company; and (but not the time of commencement of benefitsiii) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after if the Date of Termination occurs subsequent to the IPO Date but while a portion of the Stock Option remains unvested, the Stock Option Installment that would have next vested following the Date of Termination shall vest and to have retired on become exercisable as of the last day Date of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effectTermination; and (iv) if the Date of Termination occurs subsequent to the IPO Date but while a portion of the Restricted Stock Units remains unvested, the Restricted Stock Units Installment that would have next vested following the Date of Termination shall vest as of the Date of Termination; and (v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliated companies affiliates (such other amounts and benefits shall be hereinafter referred to as benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. Except with respect to payments and benefits under Sections 5(a)(i)(A)(1)., 5(a)(i)(A)(2) and 5(a)(v), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive’s execution and non-revocation of a release substantially in the form attached hereto as Exhibit B.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. in a lump sum within 10 days after the Date of Termination, the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Severance Bonus defined below and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay365, in each case to the extent not theretofore paid paid. For purposes of this Agreement, the term "Severance Bonus" means the greater of (I) the sum Executive's average Annual Bonus over the two calendar years preceding the Date of the amounts described in clauses (1), (2), (3) Termination and (4II) the Executive's Target Bonus. For the purpose of calculating the Executive's average Annual Bonus hereunder, $186,667 shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death)'s Annual Bonus for 2002; and B. the amount equal to the product sum of (1) two the greater of (2)x) the Annual Base Salary payable for the remainder of the Term after the Date of Termination, or (y) the product of 2 times the Annual Base Salary, and (2) the sum product of (x) 2 times the Executive’s Annual Base Salary and (y) 's Severance Bonus, which amount shall be payable in accordance with Executive's normal payroll periods immediately prior to the Highest Annual Bonus (as hereinafter defined)Date of Termination in equal installments for a period of 2 years, subject to compliance with Section 8 of this Agreement; and (ii) for all restrictions on restricted stock held by the Executive shall lapse and all outstanding unvested stock options, stock appreciation rights, tandem options, tandem stock appreciation rights, performance shares, performance units, or any similar equity share or unit held by the Executive shall vest immediately. Notwithstanding any provision regarding an earlier termination of stock options set forth in any stock option or other agreement, the stock options referred to in this Section 5(a)(ii) shall terminate and have no force or effect upon the earlier of (x) two (2) years after a termination of employment for Good Reason or Other Than for Cause or (y) the Executive’s expiration of the option term as defined in the applicable stock option agreement, provided that any such extension of the post-termination exercise period shall not extend the maximum term during which any such option may be exercised beyond the earlier of its original expiration date or 10 years from the original date of grant; and (iii) subject to compliance with Section 8, continued benefit coverage which permits the Executive to continue to receive, for 2 years from the Date of Termination, or such longer period as may be at the Company's expense, life insurance and medical, dental and disability benefits at least comparable to those provided by the terms Company on the Date of Termination, provided that the Executive shall not receive such life insurance, medical, dental or disability benefits, respectively, if the Executive obtains other employment that provides for such benefit(s); provided further that, to the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A of the appropriate plan, program, practice or policyCode, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, reimburse the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on dental care expenses by no later than the last day of the calendar year next following the calendar year in which such period; (iii) the Company shall, at its sole expense as expenses are incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies affiliates in accordance with the terms and normal procedures of each such plan, program, policy or practice; and (such other amounts and benefits v) to the extent permitted by applicable law, the Executive shall be hereinafter referred credited with two additional years of age and service credit under all relevant Company retirement plans (including qualified, supplemental and excess plans, including without limitation the Company's Executive Retirement Plan and New Executive Retirement Plan, and, for the purpose of clarity, to the extent the Executive is a participant in the cash balance arrangement under the Company's Retirement Plan, the cash balance account will be increased as if the “Other Benefits”Executive had received two additional years of contributions based upon the Executive's compensation as of the Date of Termination); provided that the payment provisions (or the Executive’s elections, if applicable) under the applicable Company nonqualified retirement plan will apply for purposes of determining the time and form of payment of the retirement benefits resulting from the crediting of the Executive with an additional two years of age and service credit hereunder; and (vi) the Company shall provide the Executive with outplacement services, not to exceed a reasonable cost, until the Executive accepts new employment; provided that outplacement services shall not be provided to Executive beyond the last day of the second calendar year following the calendar year which contains the Executive’s Date of Termination. Notwithstanding anything herein to the contrary, in the event of the Executive’s termination of employment under the circumstances described in Section 4(c)(v) hereof, it is expressly understood that payment of the amounts described in this Section 5(a) in such circumstances shall only be made upon the actual termination of the Executive’s employment with the Company during the Term.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, the Company shall terminate the Executive’s employment other than for Disability or Cause (but excluding by reason of the Company providing notice of its intention not to renew the Term), or the if Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the The Company shall pay pay, or cause to the be paid, to Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1A) the portion of Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year earned through the Date of Termination, and to the denominator of which is 365 extent not previously paid; and (4B) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (1), (2), (3A) and (4B) shall be hereinafter referred to as the “Accrued ObligationsBenefits”). Anything contained herein to The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time Date of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policySubject to Section 6 hereof, the Company shall continue benefits to pay, or cause to be paid, to Executive the Executive and/or Annual Base Salary for the Executive’s family at least one year period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal to those which would have been provided to them in accordance semi-monthly or other installments (not less frequently than monthly), with the plans, programs, practices and policies described installments that otherwise would be paid within the first 60 calendar days after the Date of Termination being paid in Section 4(b)(iva lump sum (without interest) of this Agreement if on the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years 60th day after the Date of Termination and to have retired on the last day remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of such period;Termination. (iii) Subject to Section 6 hereof, the Company shallshall pay to Executive the amount of any annual incentive that has been earned by Executive for a completed fiscal year or other measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), at its sole expense as incurredbut has not yet been paid to Executive (the “Prior Year Annual Incentive”), provide payable in a single lump sum no later than two and one half months following the Executive with outplacement services in accordance with end of the Company’s policies with regard to outplacement then in effect; andcompleted fiscal year or other measuring period. (iv) Subject to Section 6 hereof, and if and only if Executive’s Date of Termination occurs at least three full calendar months after the beginning of the Company’s fiscal year, Executive will be eligible to receive an annual incentive under the ICP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and assuming that any individual goals applicable to Executive were satisfied at the “target” level, pro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the ICP for that fiscal year (pursuant to the terms of the ICP but in no event later than two and one-half months after the fiscal year during which the Date of Termination occurs). (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide provide, or cause to the be paid or provided, to Executive (or his estate) any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)) in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on accrued and vested benefits through the Date of Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual 's Base Salary through the Date of Termination to the extent not theretofore paid, (2) the greater of (A) an amount equal to the Executive's highest bonus (including any accrued but unpaid Annual Bonus respecting bonus deferred by the Executive) under the Company's bonus plan, or any completed comparable bonus under any predecessor or successor plan, for the last three full fiscal year ending years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year) and (B) the Annual Bonus paid or payable (including any bonus or portion thereof which has been earned but deferred), in each case(1) pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) the product of (x) the Average Annual Bonus any accrued and (y) a fractionunpaid Fringe Benefits, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and; B. the amount equal to the product of (1) two (2), three and (2) the sum Executive's highest Base Salary during any of (x) the three years preceding the Date of Termination; plus an amount equal to the Executive’s Annual 's highest Base Salary during any of the three years preceding the Date of Termination multiplied by the highest percentage payout of the Executive's bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in comparison to salary (1) For 2x and 3x people. (yannualized in the event that Executive was not employed by the Company for the whole of such applicable period) paid and/or accrued in any of the Highest Annual Bonus three years preceding the Date of Termination; plus the highest one-year cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. This amount will be reduced by the amounts paid, if any, to the Executive under the Company's Severance Pay Plan (or any successor severance pay plan) as hereinafter defineda result of such termination; provided, however, that if the Executive's benefits under the Company's Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and shall not be entitled to the payments provided for under this Section 4(a)(i)(B); and C. payment of benefits under any Supplemental Executive Retirement Plan ("SERP") in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall be a lump sum payment in an amount equal to the benefit payable under the SERP adjusted by crediting the Executive with additional years of credited service for benefit accrual and vesting, and additional years of age, in each case equal to five years less the period from the Effective Date through the Date of Termination in which the Executive participates in any SERP. The amount of any such benefit shall be calculated as of the Date of Termination in accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP; (ii) for two (2) three years after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv2(b)(v) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall be become secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurredincurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in accordance with the Company’s policies with regard to outplacement then in effect; andhis sole discretion; (iv) to the extent not theretofore therefore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); provided, however, Other Benefits shall exclude any benefits under the Company's Severance Pay Plan.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid the Annual Bonus respecting payable (including any completed fiscal year ending prior to the Date of Termination, (3bonus or portion thereof which has been earned but deferred) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year pro rated through the Date of TerminationTermination to the extent not theretofore paid, and the denominator of which is 365 and (43) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual highest Base Salary during any of the three years preceding the Date of Termination. This amount will be reduced by the amounts paid, if any, to the Executive under the Company’s Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive’s benefits under the Company’s Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and (y) shall not be entitled to the Highest Annual Bonus (as hereinafter definedpayments provided for under this Section 6(a)(i); and; (ii) for two (2) years one year after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their familiesfamilies (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall be become secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurredincurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in accordance with the Company’s policies with regard to outplacement then in effect; andhis sole discretion; (iv) to the extent not theretofore therefore paid or provided, provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); provided, however, Other Benefits shall exclude any benefits under the Company’s Severance Pay Plan; (v) the Executive shall receive payment of benefits under any Supplemental Executive Retirement Plan (“SERP”) in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP.

Good Reason; Other Than for Cause. If, If a Change in Control Event occurs during the Employment Period, term of this Agreement and the Company shall terminate Employer terminates the Executive’s Employee's employment other than for Cause or the Executive shall terminate Employee terminates employment for Good Reason (including, without limitation, a Permitted Executive Termination):during the Change in Control Period: (i) the Company Employer shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of Employee the following amounts: A. the sum of (1) the Executive’s Employee's Annual Base Salary (as defined in SECTION 6) through the Date of Termination to the extent not theretofore paid, paid and (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case case, to the extent not theretofore paid (the paid, in a lump sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after cash no later than 10 days following the date of separation from service with the Company (or, if earlier, the date of the Executive’s death)termination; and B. the amount equal to the product of (1) two (2), and (2) times the sum of (x) the Executive’s Employee's Annual Base Salary and (y) Salary, which amount shall be payable in full in a lump sum in cash no later than 10 days following the Highest Annual Bonus (as hereinafter defined); anddate of termination. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company Employer shall continue benefits to the Executive Employee and/or the Executive’s Employee's family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Employer and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other executive-level employees of the Employer and its affiliated companies, practices and policies described in Section 4(b)(iv) of this Agreement as if the Executive’s Employee's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to the contrary notwithstanding, the The timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two one and one-half (21.50), and (2) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Average Annual Bonus (as hereinafter defined)Bonus; and (ii) for two eighteen (218) years months after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two eighteen (218) years months after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").

Good Reason; Other Than for Cause. If, during the Employment Employ ment Period, the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability, or the Executive shall terminate his employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash cash, within 30 10 days after the Date of Termination Termination, the aggregate of the following amountsamounts set forth in clauses A, B and C below: A. the (A) The sum of of: (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore there tofore paid, ; (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus greater of (i) the highest annual bonus paid or payable to the Executive by the Company and its affiliated companies, including by reason of any deferral, in respect of the three fiscal years immediately preceding the fiscal year in which occurs the Date of Ter mination or (ii) the "target" annual bonus as in effect under the Company's annual incentive plan for the fiscal year in which occurs the Date of Termination (the "Highest Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination, and the denominator de nominator of which is 365 and 365; and (43) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, ; in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six ; (6B) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), three and (2) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined)Bonus; and (iiC) an amount equal to the excess of (1) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under E Corp's tax- qualified defined benefit pension plan immediately prior to the Effective Time) and any SERPs in which the Executive participates which the Executive would receive if the Executive's employment continued for two three additional years beyond the Date of Termination (or, if later, until the Ex ecutive attains age 55), assuming for this pur pose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Highest Bonus, over (2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERPs as of the Date of Termination (utilizing the rate used to deter mine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under E Corp's tax-qualified defined benefit pension plan immediately prior to the Effective Time); (ii) any stock awards, stock options, stock appreciation rights or other equity-based awards that were outstanding immediately prior to the Date of Termination ("Prior Stock Awards") shall vest and/or become exercisable, as the case may be, as of the Date of Termination, and the Executive shall have the right to exercise any such stock option, stock appreciation right or other exercisable equity-based award until the earlier of (A) three years from the Date of Termination (or such longer period as may be provided under the terms of any such stock option, stock appreciation right or other equity-based award) and (B) the normal expiration date of such stock option, stock appreciation right or other equity-based award; (iii) for three years after the Executive’s 's Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4(b)(iv3(d) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare dental benefits under another employer provided plan, the medical and other welfare dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive Execu tive shall be considered to have remained employed until two (2) three years after the Date date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").

Good Reason; Other Than for Cause. If, during the Employment Period, (1) the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability, (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days (except as specifically provided in Sections 5(a)(i)(A)(3)) after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued but unpaid Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued the Executive's business expenses that are reimbursable pursuant to Section 3(b)(vii) but unpaid Annual Bonus respecting any completed fiscal year ending prior to have not been reimbursed by the Company as of the Date of Termination, (3) the product Executive's Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (xat the time such Annual Bonus would otherwise have been paid), and (4) $60,000 (such amount representing the cost of living allowance under Section 3(b)(i) for six months); B. one year's Annual Base Salary and full relocation back to any city in the United States; and C. an amount equal to (1) the Average Executive's Annual Bonus and Bonus, if any, for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs multiplied by (y2) a fraction, the denominator of which is 365 and the numerator of which is the number of days in between the current end of the immediately preceding fiscal year through and the Date of Termination, and the denominator of which is 365 and . (4ii) any stock options, restricted stock, performance shares and any other stock-based long-term incentive compensation previously deferred award held by the Executive (together whether granted under this Agreement or otherwise) shall vest immediately (with any accrued interest or earnings thereon) and any accrued vacation pay, in each case option exercisability continuing until the first to the extent not theretofore paid (the sum occur of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing fifth anniversary of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and or the end of the scheduled option term) The Parties agree that any amounts due under this Section 5(a) are in the nature of severance payments considered to have retired on the last day of such period; (iii) be reasonable by the Company shall, at its sole expense as incurred, provide and are not in the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, nature of a penalty. If the Company shall timely pay terminate the Executive's employment other than for Cause, death or provide Disability, or the Executive shall terminate employment for Good Reason, except as contemplated by Section 9, 11 and 12 hereof, this Agreement shall terminate without further obligations to the Executive any other amounts or benefits required to be paid or provided or which than the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”obligations set forth in this Section 5(a).

Good Reason; Other Than for Cause. IfSubject to Section 6, if, during the Employment Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company Company, subject to Section 14, shall pay to the Executive in a lump sum in cash within 30 days (except as specifically provided in Section 5(a)(i)(A)(3) and Section 5(a)(i)(A)(4)) after the Date of Termination (provided that if the 30-day period begins in one taxable year and ends in the next taxable year, the amount shall be paid in the second taxable year) the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vii) but unpaid Annual Bonus respecting any completed fiscal year ending prior to have not been reimbursed by the Company as of the Date of Termination, (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined or earned but not paid as of the Date of Termination (paid at the time such Annual Bonus would otherwise have been paid), and (4) the product of (x) the Average Executive’s Annual Bonus and (y) based on actual performance for the calendar year in which the Date of Termination occurs multiplied by a fraction, the numerator of which is the number of days in the current fiscal such year through the Date of Termination, Termination and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not such Annual Bonus would otherwise be made before the date which is six paid) (6) months after the date of separation from service with the Company (or, if earliercollectively, the date of the Executive’s death“Obligations”); and B. the amount equal to the product of (1x) two (2), and (2y) the sum of (xI) the Executive’s Annual Base Salary and (yII) the Highest Annual Bonus (as hereinafter defined)Target Bonus; and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical and life insurance benefits to the Executive and/or (and, if applicable, to any dependents of the Executive’s family Executive who received such benefits under his coverage prior to the Date of Termination) at least equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated orterminated; provided, if more favorable that the Executive continues to make all required contributions. Benefits otherwise receivable by the Executive pursuant to this Section 5(a)(ii) shall be reduced to the Executive, as in effect generally at any time thereafter with respect to other peer executives extent benefits of the Company and its affiliated companies and their families, provided, however, that if same type are received by or made available to the Executive becomes reemployed with another employer during the applicable twenty-four (24) month period (and is eligible any such benefits received by or made available to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered reported to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide by the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effectExecutive); and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliated companies affiliates (such other amounts and benefits shall be hereinafter referred to as benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. Except with respect to payments and benefits under Sections 5(a)(i)(A)(l), 5(a)(i)(A)(2) and 5(a)(iii), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive’s execution and non-revocation of the Release.

Good Reason; Other Than for Cause. If, during If the Employment Period, the Company Corporation shall terminate the Executive’s employment other than for Cause Cause, or if the Executive shall terminate the Executive’s employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (ia) the Company The Corporation shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3i) and (4ii) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein The Accrued Obligations shall be paid within 30 days after the Date of Termination. (b) The Corporation shall pay, or cause to be paid, to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the an amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) plus an amount determined by the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after Board of Directors in its sole discretion to reflect the Executive’s annual incentive the Executive would have otherwise earned during the year in which the Date of Termination, or such longer period as may Termination occurs. Such amount shall generally be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least paid in cash in twelve equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years monthly installments beginning within 60 days after the Date of Termination and to have retired or such later date set forth in Section 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two times the lesser of (i) the Executive’s annual compensation or (ii) the compensation limit in effect under Section 401(a)(17) of the Code for the calendar year including the Date of Termination, any amounts not yet paid as of the short-term deferral date’ shall be paid in a lump sum on the last day “short-term deferral date.” The “short-term deferral date” is the date that is two and one-half months after the end of such period; the later of (iiii) the Company shall, at its sole expense as incurred, provide calendar year containing the Executive with outplacement services in accordance with Date of Termination or (ii) the Company’s policies with regard to outplacement then in effect; andfiscal year containing the Date of Termination. (ivc) to To the extent not theretofore paid or provided, the Company Affiliated Group shall timely pay or provide provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Affiliated Group (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on accrued and vested benefits through the Date of Termination. (d) If the Date of Termination occurs within six months after the occurrence of a Change in Control, any stock options to purchase shares of the common stock of Patheon then held by the Executive shall, to the extent not otherwise provided in the applicable Stock Related Documents, become immediately vested and exercisable and shall remain exercisable for the remaining term of such stock option (which remaining term shall be determined without regard to the Executive’s termination of employment). If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Affiliated Group, unless otherwise specifically provided therein in a specific reference to this Agreement.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (ia) the The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate sum of: (i) that portion of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year previously paid through the Date of Termination; (ii) reimbursement of expenses incurred on or before the Date of Termination in accordance with Section 3.7, and the denominator of which is 365 above; and (4iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), (3) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s full compliance with Executive’s obligations pursuant to this Agreement, including but not limited to Sections 4.6, 5.3, 6 and Schedule A, the Company shall pay, or cause to be paid, to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject Executive: (i) an amount equal to the terms and conditions aggregate of twelve (12) months of the Executive's Annual Base Salary, which amount is not wages for labor performed and may be withheld for any prior breach or breach during the period of such payments by Executive of his obligations in this Agreement or any applicable deferred compensation plan confidentiality, inventions assignment and any payment election previously made by the Executivereturn of property or similar undertaking; provided, however, thatthat this right of setoff shall not apply to any portion of the payments due under this Section 5.1(b)(i) that are determined to be payments of nonqualified deferred compensation to which Section 409A is applicable; and (ii) an amount, if which shall be determined in the sole discretion of the Compensation Committee exercising good faith and paid at the same time as the Company pays its incentives to management generally under the applicable plan, for the performance incentive set forth in Section 3.2 above for the annual performance period fully completed prior to the Date of Termination. For the avoidance of doubt, such incentive shall not be paid pro rata for a performance period that is not fully complete prior to the Date of Termination and shall be in accordance with the terms of the applicable incentive plan in effect at the time of Terminationtermination. Such amount in b(i) above shall be paid in twelve (12), as the case may be) equal monthly installments, payable as of the first day of the month beginning within sixty (60) days after the Date of Termination or any later date set forth below; provided, however, if the sixty (60) day period spans two (2) calendar years, the said payments shall commence in the second calendar year. Installments shall be made during the “short-term deferral period” following the termination of employment, as such term is defined in Section 409A of the Internal Revenue Code (the “Code”). At the conclusion of this short-term deferral period, the installment payments shall continue to the extent that the Executive’s remaining severance payment does not exceed two times the lesser of (i) the executive’s annual compensation or (ii) the compensation limit in effect under Section 401(a)(17) of the Code for the calendar year including the date of termination (the “Two Times Limit”); provided, however, to the extent the remaining severance payments exceed the Two Times Limit, then the installment payments which are below the Two Times Limit shall be paid to the Executive. Any remaining severance payments which exceed the Two Times Limit shall continue to paid in installments unless (i) the Executive is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment with the Company and (ii) the deferral of further payments payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, in which case, the Company will defer the commencement of the payment of any such payments (without any reduction in such payments ultimately paid to the Executive) until the date that is six months following his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). If the Executive dies during such six (6) month period, then payments shall commence within thirty (30) days after the Executive's death). All payments to be made upon a termination of employment under this agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and. (iic) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to To the extent not theretofore paid or provided, the Company (or Patheon, as the case may be) shall timely pay or provide provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Patheon Group (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on earned, accrued or vested benefits through the Date of Termination. If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Patheon Group, unless otherwise specifically provided therein in a specific reference to this Agreement; provided, however, in the event any payment is made, or required to be made, under any such severance plan, program or policy, then the amounts payable under this Section 5.1 shall be reduced by such amount.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(C) below, such other time as specified therein), the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the an amount equal to the product 200% of (1) two (2), and (2) the sum of (x) the Executive’s 's Annual Base Salary and immediately prior to the Date of Termination (ythe "Severance Payment"), provided that if the Executive's Date of Termination occurs prior to the date that any amount is paid or becomes payable to the Executive under the Solutia Inc. Emergence Incentive Bonus Program (whether pursuant to Section 1 or Section 5(a)(i(C) hereof or otherwise), the amount of the Severance Payment shall be credited against any amounts subsequently paid to (or due to be paid to) the Highest Annual Executive under the Solutia Inc. Emergence Incentive Bonus (as hereinafter defined)Program; and C. if the Date of Termination is on or subsequent to the Emergence Date, subject to the provisions of Section 5(a)(i)(B) hereof, the Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as amounts are payable. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits subject to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plansprovisions of Section 9(f) hereof, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate terminates the Executive’s employment for any reason other than for Cause Cause, non-renewal under Section 2, death or Disability, or if the Executive shall terminate terminates employment for Good Reason (including, without limitation, a Permitted Executive Termination):during the Term: (ia) the The Company shall pay pay, or commence to be paid, as applicable, to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amountsTermination: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore previously paid, in a single lump sum in cash; and (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior a Bonus, in a single lump sum in cash, equal to the Date of TerminationBonus that the Compensation Committee projects, (3) reasonably and in good faith, that she would have received for the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year year, but no less than the average of the Executive’s last five (5) Bonuses, prorated through the Date of Termination; (b) The Company shall pay, and or commence to be paid, as applicable, to the denominator of which is 365 and (4) Executive any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other non-qualified benefit plan balances to the extent not theretofore previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable; (c) The Company shall pay an amount, paid in twelve (12) equal monthly installments commencing on the next payroll date after the Employee’s Date of Termination, equal to one (1) times the sum of the amounts described Executive’s Annual Base Salary and the Bonus that the Compensation Committee projects, reasonably and in clauses good faith, that she would have received for the then-current fiscal year, but no less than the average of the Executive’s last five (15) Bonuses. Notwithstanding the foregoing provisions of this Subsection (c), to the extent the amounts payable under this Subsection do not exceed the Separation Pay Exemption Amount (2defined below), (3) and (4) such amounts shall be hereinafter referred to as paid in accordance with the “Accrued Obligations”foregoing provisions of this Subsection (c). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions The amount payable that is in excess of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A Separation Pay Exemption Amount shall be paid as follows: (i) no portion of the Internal Revenue Codeexcess amount may be paid, as amendedor commence to be paid, then payments shall not be made before the date which is earlier than six (6) months after the date of separation the Executive separates from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2)service, and (2ii) the sum of monthly installment payments that would have otherwise been paid during such six (x6) month period shall be accumulated and paid on the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms first day of the appropriate plan, program, practice or policy, seventh month following the Company shall continue benefits to date the Executive and/or Employee separates from service and the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein remaining monthly installments shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).in

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as a Senior Vice President of (1the Company) two (2)immediately preceding the Date of Termination under the Company’s Annual Incentive Program, and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iiiii) the Company shall, at its sole expense as incurred, provide average annualized payment the Executive with outplacement services in accordance with received for the 3 years (or such shorter period during which the Executive has served as a Senior Vice President, of the Company) immediately preceding the Date of Termination under the Company’s policies with regard to outplacement then in effect; andAnnual Incentive Program (the “Severance Payment”). (ivii) subject to the provisions of Section 8(g) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. IfExcept as provided in Section 5(b) below, if, during or after the expiration of the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination (or solely with respect to any payment to be made pursuant to Section 5(a)(i)(D) below, such other time as specified in Section 1 herein), the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (1) two (2such termination in accordance with Section 3(b)(ii), and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iiiii) the Company shall, at its sole expense as incurred, provide average annualized payment the Executive with outplacement services in accordance with received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President, General Counsel and Corporate Secretary) immediately preceding the Date of Termination under the Company’s policies with regard to outplacement then in effect's Annual Incentive Program (the "Severance Payment"); and D. any unpaid portion of the Emergence Bonus, if any, to be paid in the amount and in the manner defined in Section 1 herein. (ivii) subject to the provisions of Sections (9)(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, her family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing on the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate terminates the Executive’s employment for any reason other than for Cause Cause, non-renewal under Section 2, death or Disability, or if the Executive shall terminate terminates employment for Good Reason (including, without limitation, a Permitted Executive Termination):during the Term: (ia) the The Company shall pay pay, or commence to be paid, as applicable, to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination the aggregate of the following amountsTermination: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore previously paid, in a single lump sum in cash; and (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior a Bonus, in a single lump sum in cash, equal to the Date of TerminationBonus that the Compensation Committee projects, (3) reasonably and in good faith, that he would have received for the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year year, but no less than the average of the Executive’s last five (5) Bonuses, prorated through the Date of Termination; (b) The Company shall pay, and or commence to be paid, as applicable, to the denominator of which is 365 and (4) Executive any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other non-qualified benefit plan balances to the extent not theretofore previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable; (c) The Company shall pay an amount, paid in twenty-four (24) equal monthly installments commencing on the next payroll date after the Employee’s Date of Termination, equal to two (2) times the sum of the amounts described Executive’s Annual Base Salary and the Bonus that the Compensation Committee projects, reasonably and in clauses good faith, that he would have received for the then-current fiscal year, but no less than the average of the Executive’s last five (15) Bonuses. Notwithstanding the foregoing provisions of this Subsection (c), to the extent the amounts payable under this Subsection do not exceed the Separation Pay Exemption Amount (2defined below), (3) and (4) such amounts shall be hereinafter referred to as paid in accordance with the “Accrued Obligations”foregoing provisions of this Subsection (c). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions The amount payable that is in excess of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A Separation Pay Exemption Amount shall be paid as follows: (i) no portion of the Internal Revenue Codeexcess amount may be paid, as amendedor commence to be paid, then payments shall not be made before the date which is earlier than six (6) months after the date of separation the Executive separates from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2)service, and (2ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which monthly installment payments that would have otherwise been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan paid during such applicable period of eligibility. For purposes of determining eligibility six (but not the time of commencement of benefits6) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).month

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the The timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two one and one-half (21.50), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Average Annual Bonus (as hereinafter defined)Bonus; and (ii) for two eighteen (218) years months after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two eighteen (218) years months after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company Executive's employment shall terminate the Executive’s employment be terminated other than for Cause Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) any accrued but unpaid Annual Bonus respecting any Incentive Payment paid or payable in respect of the most recently completed fiscal year ending prior of the Company, to the Date of Termination, (3) the product of (x) the Average Annual Bonus extent such amount is determinable and not theretofore paid and (y) a fractioniii), unless otherwise specified by Executive or prohibited by the numerator terms of which is the number of days in the current fiscal year through the Date of Terminationany deferral agreement, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), , (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to In the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by event the Executive; provided, however, that, if at 's Annual Incentive Payment is not determinable on the time Date of Termination, Executive is such Annual Incentive Payment shall be paid to the Executive, in a “specified employee” lump sum in cash, within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months five days after the date the amount of separation from service with the Company (or, if earlier, the date of the Executive’s death)such Payment is determinable; and B. the (b) an amount equal to the product of (1i) two (2), three and (2ii) the sum of (x) the Executive’s 's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual Bonus Incentive Payment and (as hereinafter defined); and (iiB) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by 's target Annual Incentive Payment for the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those fiscal year in which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effectoccurs; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Good Reason; Other Than for Cause. If, during or after the --------------------------------- expiration of the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination Termination, the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein ; B. an amount equal to 100% of Executive's Annual Base Salary immediately prior to the contrary notwithstanding, Date of Termination (the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"Severance Payment"); and B. C. if the amount equal Date of Termination is on or subsequent to the product Emergence Date, Executive shall receive the amount, if any, of (1) two (2), and (2) the sum unpaid portion of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); andEmergence Bonus. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits subject to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plansprovisions of Sections (9)(f) hereof, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, her family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing on the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s =s employment other than for Cause Cause, death or Disability, or the Executive shall terminate his employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash cash, within 30 10 days after the Date of Termination Termination, the aggregate of the following amountsamounts set forth in clauses A, B and C below: A. the (A) The sum of of: (1) the Executive’s =s Annual Base Salary through the Date of Termination to the extent not theretofore paid, ; (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus greater of (i) the highest annual bonus paid or payable to the Executive by the Company and its affiliated companies, including by reason of any deferral, in respect of the three fiscal years immediately preceding the fiscal year in which occurs the Date of Termination or (ii) the "target" annual bonus as in effect under the Company=s annual incentive plan for the fiscal year in which occurs the Date of Termination (the "Highest Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination, and the denominator of which is 365 and 365; and (43) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, ; in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “Accrued Obligations”AAccrued Obliga tions@). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six ; (6B) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), three and (2) the sum of (x) the Executive’s =s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined)Bonus; and (iiC) an amount equal to the excess of (1) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under E Corp's tax-qualified defined benefit pension plan immediately prior to the Effective Time) and any SERPs in which the Executive participates which the Executive would receive if the Executive's employment continued for two three additional years beyond the Date of Termination (or, if later, until the Executive attains age 55), assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive=s compensation for such deemed additional period was the Executive=s Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Highest Bonus, over (2) the actuarial equivalent of the Executive=s actual benefit (paid or payable), if any, under the Retirement Plan and the SERPs as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under E Corp's tax-qualified defined benefit pension plan immediately prior to the Effective Time); (ii) any stock awards, stock options, stock appreciation rights or other equity-based awards that were outstanding immediately prior to the Date of Termination (APrior Stock Awards@) shall vest and/or become exercisable, as the case may be, as of the Date of Termination, and the Executive shall have the right to exercise any such stock option, stock appreciation right or other exercisable equity-based award until the earlier of (A) three years from the Date of Termination (or such longer period as may be provided under the terms of any such stock option, stock appreciation right or other equity-based award) and (B) the normal expiration date of such stock option, stock appreciation right or other equity-based award; (iii) for three years after the Executive’s =s Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s =s family at least equal to those which would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4(b)(iv3(d) of this Agreement if the Executive’s =s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare dental benefits under another employer provided plan, the medical and other welfare dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) three years after the Date date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”AOther Benefits@).

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President — Business Operations) immediately preceding the Date of (1) two (2)Termination under the Company’s Annual Incentive Program, and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iiiii) the Company shall, at its sole expense as incurred, provide average annualized payment the Executive with outplacement services in accordance with received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President — Business Operations) immediately preceding the Date of Termination under the Company’s policies with regard to outplacement then in effect; andAnnual Incentive Program (the “Severance Payment”). (ivii) subject to the provisions of Section 8(g) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability, or the Executive shall terminate employment for Good Reason or the Company shall deliver a Nonrenewal Notice and the Executive thereafter terminates the Executive's employment at the end of the Employment Period (including, without limitation, a Permitted Executive "Nonrenewal Termination"): (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amountsamounts set forth in clauses A, B and C below: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus highest bonus paid to the Executive with respect to the three years ending prior to the the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal calendar year through the Date of Termination, and the denominator of which is 365 and (43) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the amount equal to the product of (1) three, or two (2)in the case of a Nonrenewal Termination, and (2) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined)Minimum Bonus; and C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Executive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Commencement Date), and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") which the Executive would receive if the Executive's employment continued for three years, or two years in the case of a Nonrenewal Termination, after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years, or two years, as the case may be, is the sum of the Annual Base Salary and Minimum Bonus over (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (ii) the Restricted Stock and any other stock awards that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, as the case may be; (iii) for three years, or two (2) years in the case of a Nonrenewal Termination, after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to those which would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4(b)(iv2(b)(v) of this Agreement if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years or two (2) years years, as the case may be, after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies companies, excluding any severance plan or policy except to the extent that such plan or policy provides, in accordance with its terms, benefits with a value in excess of the benefits payable to the Executive under this Section 4 (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"). (v) the Executive shall be provided with free and clear title to the Company car.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s ExecutiveOs employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason (includingReason, without limitationsuch termination shall constitute a breach of contract by the Company and during the period commencing on the date of such termination and ending on the fifth anniversary of the date hereof the Company shall, a Permitted Executive Termination): subject to the provisions of SectionE9.2 hereof: (i) continue to pay the Company Executive the salary provided in Section 3.1 hereof, payable monthly, at the same annual level as was payable to the Executive immediately prior to such termination; (ii) continue to provide the Employee with all of the benefits described in Section 3.3 hereof at the same levels as were provided to the Executive prior to such termination (except that no further stock options shall be granted); (iii) pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate bonus on each anniversary of the following amounts: A. date the sum most recent bonus was paid to the Executive prior to such termination in an amount equal to the average amount of the bonuses paid to the Executive in the three calendar years preceding the calendar year wherein such termination occurs; (1iv) continue to make contributions on behalf of the Executive’s Annual Base Salary through Executive to all pension, retirement, supplemental executive retirement and other plans and programs maintained by the Date Company and in which the Executive participated prior to such termination equal to the amount of Termination the largest contribution with respect to each such plan or program which the Company contributed on behalf of the Executive during any of the three calendar years preceding the calendar year wherein such termination occurs; (v) amend any documents which govern any unexercised stock options which were held by the Executive immediately prior to the termination of his employment to provide that all such unexercised stock options, to the extent not theretofore paidthen exercisable, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date shall become immediately exercisable and not forfeited as a result of Termination, (3) the product said termination of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Terminationemployment, and the denominator of which is 365 and (4) any compensation previously deferred that all such unexercised stock options shall continue to be exercisable by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to during the extent not theretofore paid (the sum period of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after from the date of separation from service with such termination of employment to and including the Company (or, if earlier, 90th day after the fifth anniversary of the date of the Executive’s death)hereof; and B. the amount equal to the product of (1) two (2), and (2vi) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits liable to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices for any and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to all other peer executives of the Company and its affiliated companies and their families, provided, however, that if damages sustained by the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under as a result of any such other plan during such applicable period breach of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)contract.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company Executive's employment shall terminate the Executive’s employment be terminated other than for Cause Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) any accrued but unpaid Annual Bonus respecting any Incentive Payment paid or payable in respect of the most recently completed fiscal year ending prior of the Company, to the Date of Termination, (3) the product of (x) the Average Annual Bonus extent such amount is determinable and not theretofore paid and (y) a fractioniii), unless otherwise specified by Executive or prohibited by the numerator terms of which is the number of days in the current fiscal year through the Date of Terminationany deferral agreement, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to In the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by event the Executive; provided, however, that, if at 's Annual Incentive Payment is not determinable on the time Date of Termination, Executive is such Annual Incentive Payment shall be paid to the Executive, in a “specified employee” lump sum in cash, within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months five days after the date the amount of separation from service with the Company (or, if earlier, the date of the Executive’s death)such Payment is determinable; and B. the (b) an amount equal to the product of (1i) two (2), and (2ii) the sum of (x) the Executive’s 's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual Bonus Incentive Payment and (as hereinafter defined)B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (iic) for an amount equal to the product of two times the higher of (2i) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms sum of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which amounts that would have been provided to them in accordance with contributed based on the plans, programs, practices and policies described in Section 4(b)(ivReference Amount (defined below) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive's account under (x) all retirement plans in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect generally at any time thereafter with respect to other peer executives and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the Company and its affiliated companies and their familiesamounts that would have been contributed based on the Reference Amount, provided, however, that if to the Plans in which the Executive becomes reemployed with another employer and is was eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary participate immediately prior to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination as those Plans were in effect and to have retired on funded for the last day fiscal year immediately preceding the Date of such period; (iii) Termination. For the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or providedpurposes hereof, the Company term "Reference Amount" shall timely pay or provide mean an amount equal to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement one-half of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”amount calculated in clause V.A.1.(b).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination): (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump lump-sum in cash within 30 days payment as soon as practicable after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, ; B. the excess of (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (31) the product of (x) the Average Annual Bonus Executive's Total Compensation for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 and 365, over (42) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Annual Base Salary to the extent not theretofore paid for the year that includes the Date of Termination (the sum of the amounts described in clauses (1), (2), (3Sections 5(a)(i)(A) and (4) shall be hereinafter referred to as B), the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the C. an amount equal to the product of (1) two (2), the Executive's Total Compensation for the most recently completed fiscal year and (2) the sum greater of (x) a fraction, the Executive’s Annual Base Salary numerator of which is the number of days from the Date of Termination through the fifth anniversary of the Effective Date, and the denominator of which is 365 and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility1. For purposes of determining eligibility (but not the time Executive's Total Compensation in respect of commencement of benefits) of the Executive any fiscal year for retiree benefits pursuant to such planswhich Long-Term Incentive Compensation was awarded in a form other than restricted stock units, practices, programs and policiesrestricted stock or cash, the Executive value of such award shall be considered to have remained employed until two determined by the Committee in its good faith discretion. (2ii) years after notwithstanding the terms of any incentive plan, program or arrangement, any and all unvested stock options, restricted stock units (including the Special RSU Grant and the Long-Term Incentive Compensation) and other equity or equity-based awards shall immediately vest as of the Date of Termination and Termination, provided that such awards shall continue to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services be governed by any applicable forfeiture provisions in accordance with the Company’s policies with regard to outplacement then in effect; andterms thereof. (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliated companies affiliates in accordance with the terms and normal procedures of each such plan, program, policy or practice, as modified by this Agreement, based on accrued benefits through the Date of Termination (such other amounts and benefits, the "Other Benefits"). (iv) until the later of (x) the fifth anniversary of the Effective Date or (y) the first anniversary of the Date of Termination, in addition to the Retiree Medical Benefits, the Company shall continue to provide medical and dental benefits to Executive and his eligible dependents as if the Executive remained an active employee of the Company. The applicable period of health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") shall begin on the Date of Termination. Except with respect to payments and benefits under Sections 5(a)(i)(A) and 5(a)(iii), all payments and benefits to be provided under this Section 5(a) shall be hereinafter referred subject to the Executive's execution and non-revocation of a mutual release substantially in the form attached hereto as Exhibit A; provided, however, that the “Other Benefits”)Executive's obligation to execute such release shall be subject to the Company's execution and delivery to the Executive of such release in favor of the Executive. For purposes of this Section 5, if the Date of Termination occurs prior to the date that the Committee determines the amount of the Executive's Annual Bonus or Long-Term Incentive Compensation in respect of fiscal year 2005, the amount of the Executive's Total Compensation shall be determined in the discretion of the Committee, such that such Annual Bonus and Long-Term Incentive Compensation shall be consistent with the annual bonus and long-term incentive compensation in respect of fiscal year 2005 for other members of the Management Committee generally.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company Executive's employment shall terminate the Executive’s employment be terminated other than for Cause Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) any accrued but unpaid Annual Bonus respecting any Incentive Payment paid or payable in respect of the most recently completed fiscal year ending prior of the Company, to the Date of Termination, (3) the product of (x) the Average Annual Bonus extent such amount is determinable and not theretofore paid and (y) a fractioniii), unless otherwise specified by Executive or prohibited by the numerator terms of which is the number of days in the current fiscal year through the Date of Terminationany deferral agreement, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to In the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by event the Executive; provided, however, that, if at 's Annual Incentive Payment is not determinable on the time Date of Termination, Executive is such Annual Incentive Payment shall be paid to the Executive, in a “specified employee” lump sum in cash, within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months five days after the date the amount of separation from service with the Company (or, if earlier, the date of the Executive’s death)such Payment is determinable; and B. the (b) an amount equal to the product of (1i) two (2), three and (2ii) the sum of (x) the Executive’s 's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual Bonus Incentive Payment and (as hereinafter defined)B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (iic) for two an amount equal to the product of three times the higher of (2i) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms sum of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which amounts that would have been provided to them in accordance with contributed based on the plans, programs, practices and policies described in Section 4(b)(ivReference Amount (defined below) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as 's account under (x) all retirement plans in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is was eligible to receive under participate immediately prior to the Effective Date and (y) any plan, program, policy excess or practice or contract or agreement supplemental retirement plan in which the Executive was eligible to participate as of the Company Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and its affiliated companies (such other amounts retirement plans, as amended, and benefits shall be hereinafter any successor or replacement plans being referred to as the “Other Benefits”)."Plans") as the Plans were in effect and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed based on the Reference Amount, to the Plans in which the

Good Reason; Other Than for Cause. IfExcept as provided in Section 4(b) below, if, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination Termination, or, with respect to the payments described in Sections 4(a)(i)(B) and (C), such other time described in Section 8(g), the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the an amount equal to the product average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President, General Counsel and Corporate Secretary) immediately preceding the Date of (1) two (2)Termination under the Company’s Annual Incentive Program, and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iiiii) the Company shall, at its sole expense as incurred, provide average annualized payment the Executive with outplacement services in accordance with received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President, General Counsel and Corporate Secretary) immediately preceding the Date of Termination under the Company’s policies with regard to outplacement then in effect; andAnnual Incentive Program (the “Severance Payment”). (ivii) subject to the provisions of Section 8(g) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive’s Date of Termination) for the continued participation of the Executive and, to the extent applicable, her family, in the Company’s medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. IfSubject to Section 5, if, during the Employment PeriodTerm, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 60 days (except as specifically provided in Section 4(a)(i)(A)(3) and 4(a)(iii)) after the Date of Termination Termination, or if later, as provided in Section 8 below, the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting Base Salary and any completed fiscal year ending prior to accrued but unused vacation pay through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, subject to such deadline for payment set forth in such section, (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined or earned but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) the product of (x) the Executive’s Two Year Average Annual Bonus and (y) multiplied by a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, Termination and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation paycollectively, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1x) two (2), and (2y) the sum of (xI) the Executive’s Annual Base Salary and (yII) the Highest Annual Bonus (as hereinafter defined)Executive’s Two Year Average Bonus; and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical and life insurance benefits to the Executive and/or (and, if applicable, to any dependents of the Executive’s family Executive who received such benefits under his coverage prior to the Date of Termination) at least equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible continues to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period;make all required contributions; and (iii) all equity awards in the Company shall, at its sole expense as incurred, provide Parent held by the Executive (“Equity Awards”) shall become fully vested and exercisable. Except with outplacement services in accordance with respect to payments and benefits under Sections 4(a)(i)(A)(l) and 4(a)(i)(A)(2) and 4(a)(iii), all payments and benefits to be provided under this Section 4(a) shall be subject to the Executive’s delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A hereto within fifty-two days following Executive’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement Date of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause (and not due to death or Disability) or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average higher of (I) the Recent Annual Bonus Incentive and (II) the Annual Incentive paid or payable, including any Annual Incentive or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Highest Annual Incentive") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (43) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) and (4) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the amount equal to the product of (1) two (2), three and (2) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined)Incentive; and C. an amount equal to the excess of (ii1) for two (2) years after the Executive’s Date actuarial equivalent of Termination, the benefit under the Supplemental Income Security Plan and/or any other excess or such longer period as may be provided supplemental defined benefit retirement plan in which the Executive participates that is sponsored by the terms Company or any of the appropriate plan, program, practice or policyits affiliated companies (collectively, the Company shall continue benefits "SISP") (utilizing actuarial assumptions no less favorable to the Executive and/or than those in effect under the Executive’s family at least equal Company's qualified defined benefit retirement plan immediately prior to those which the Effective Date) that the Executive would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement receive if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive continued for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) three years after the Date of Termination (and to have retired on the last day Executive had three additional years of such periodservice for purposes of benefit accrual, if applicable, and three additional years of vesting credit, if applicable), assuming that the Executive's compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (2) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the SISP as of the Date of Termination; (iiiii) for a "limited period of time" (as that term is defined in Treasury Regulation Section 1.409A-1(b)(9)(v)(E)), the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services in accordance with services, the Company’s policies with regard to outplacement then in effectprovider of which shall be selected by the Executive; and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract plan or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"), in each case in accordance with the terms thereof. For avoidance of doubt, nothing in this Section 6(a)(iii) shall be interpreted as accelerating or deferring or otherwise changing the time or form of payment of any Other Benefits.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or Disability or the Executive shall terminate his employment for Good Reason (includingReason, without limitationsuch termination shall constitute a breach of contract by the Company and during the period commencing on the date of such termination and ending on December 31, a Permitted Executive Termination): 2004, the Company shall, subject to the provisions of Section 9.2 hereof: (i) continue to pay the Company Executive the salary provided in Section 3.1 hereof, payable monthly, at the same annual level as was payable to the Executive immediately prior to such termination; (ii) continue to provide the Employee with all of the benefits described in Section 3.3 hereof at the same levels as were provided to the Executive prior to such termination (except that no further stock options shall be granted); (iii) pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate bonus on each anniversary of the following amounts: A. date the sum most recent bonus was paid to the Executive prior to such termination in an amount equal to the average amount of the bonuses paid to the Executive in the three calendar years preceding the calendar year wherein such termination occurs; (1iv) continue to make contributions on behalf of the Executive’s Annual Base Salary through Executive to all pension, retirement, supplemental executive retirement and other plans and programs maintained by the Date Company and in which the Executive participated prior to such termination equal to the amount of Termination the largest contribution with respect to each such plan or program which the Company contributed on behalf of the Executive during any of the three calendar years preceding the calendar year wherein such termination occurs; (v) amend any documents which govern any unexercised stock options which were held by the Executive immediately prior to such termination to provide that all such unexercised stock options, to the extent not theretofore paidthen exercisable, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date shall become immediately exercisable and not forfeited as a result of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Terminationsuch termination, and the denominator of which is 365 and (4) any compensation previously deferred that all such unexercised stock options shall continue to be exercisable by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to during the extent not theretofore paid (the sum period of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after from the date of separation from service with such termination to and including the Company (or, if earlier, the date earlier to occur of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or respective dates on which such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them stock options terminate in accordance with the plansterms of their grant or the third anniversary of such termination; (vi) pay to the Executive on January 1, programs2005, practices and policies on the first day of the succeeding twenty-three (23) months an amount equal to one-half of his monthly salary which was payable to him during the month immediately preceding the date of such termination in lieu of the compensation which would otherwise have been paid to the Executive pursuant to the Consulting Agreement described in Section 4(b)(iv14.1 hereof; and (vii) of this Agreement if the Executive’s employment had not been terminated or, if more favorable be liable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs any and policies, all other damages sustained by the Executive shall be considered to have remained employed until two (2) years after the Date as a result of Termination and to have retired on the last day any such breach of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)contract.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company Executive's employment shall terminate the Executive’s employment be terminated other than for Cause Cause, Disability or by reason of the death of the Executive or if the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2ii) any accrued but unpaid Annual Bonus respecting any Incentive Payment paid or payable in respect of the most recently completed fiscal year ending prior of the Company, to the Date of Termination, (3) the product of (x) the Average Annual Bonus extent such amount is determinable and not theretofore paid and (y) a fractioniii), unless otherwise specified by Executive or prohibited by the numerator terms of which is the number of days in the current fiscal year through the Date of Terminationany deferral agreement, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to In the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by event the Executive; provided, however, that, if at 's Annual Incentive Payment is not determinable on the time Date of Termination, Executive is such Annual Incentive Payment shall be paid to the Executive, in a “specified employee” lump sum in cash, within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months five days after the date the amount of separation from service with the Company (or, if earlier, the date of the Executive’s death)such Payment is determinable; and B. the (b) an amount equal to the product of (1i) two (2), three and (2ii) the sum of (x) the Executive’s 's Annual Base Salary as of the Date of Termination and (y) the Highest higher of (A) the Recent Annual Bonus Incentive Payment and (as hereinafter defined)B) the Executive's target Annual Incentive Payment for the fiscal year in which the Date of Termination occurs; and (iic) for two an amount equal to the product of three times the higher of (2i) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms sum of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which amounts that would have been provided to them in accordance with contributed based on the plans, programs, practices and policies described in Section 4(b)(ivReference Amount (defined below) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive's account under (x) all retirement plans in which the Executive was eligible to participate immediately prior to the Effective Date and (y) any excess or supplemental retirement plan in which the Executive was eligible to participate as of the Effective Date (the "ERISA Excess Plan") (the ERISA Excess Plan and such retirement plans, as amended, and any successor or replacement plans being referred to as the "Plans") as the Plans were in effect generally at any time thereafter with respect to other peer executives and funded for the fiscal year immediately preceding the Effective Date or (ii) the sum of the Company and its affiliated companies and their familiesamounts that would have been contributed based on the Reference Amount, provided, however, that if to the Plans in which the Executive becomes reemployed with another employer and is was eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary participate immediately prior to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination as those Plans were in effect and to have retired on funded for the last day fiscal year immediately preceding the Date of such period; (iii) Termination. For the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or providedpurposes hereof, the Company term "Reference Amount" shall timely pay or provide mean an amount equal to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement one-half of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”amount calculated in clause V.A.1.(b).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3ii) the product of (x) the Average greater of (I) the Executive’s target bonus under the Company’s annual incentive plan in respect of the year in which the Date of Termination occurs or, if greater, for the year in which the Change of Control occurs (the “Target Bonus”) and (II) the Annual Bonus Incentive Payment that the Executive would have earned for the year in which the Date of Termination occurs based upon projecting to the end of such year the Company’s actual performance through the Date of Termination with respect to the performance measures on which such payment would have been based and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. (b) the amount equal to the product of (1i) two (2), three and (2ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest greater of (I) the Executive’s Target Bonus and (II) the average of Executive’s Annual Bonus Incentive Payments for the last three full fiscal years prior to the Effective Date or, if Executive was not in the employment of the Company or its Affiliates during one or more of the last three full fiscal years, the average of Executive’s Annual Incentive Payments during the number of full fiscal years prior to the Effective Date that the Executive was so employed (annualized, in either case, in the event that the Executive was not employed by the Company for the whole of any such fiscal year), provided that any special or one-time awards (such as hereinafter defined)those associated with a new hire or promotion) shall not be taken into account; and (iic) for two an amount equal to the product of three times the higher of (2i) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms sum of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which amounts that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of contributed by the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired any Affiliate based on the last day of such period; Reference Amount (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).defined

Good Reason; Other Than for Cause. If, during Non-Renewal by the Employment Period, Company. 1. If the Company shall terminate the Executive’s 's employment prior to the expiration of the Employment Period other than for Cause or if the Executive shall terminate his employment prior to such expiration for "Good Reason Reason" (includingas hereinafter defined), without limitation, a Permitted Executive Termination): (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date date of termination (the "Termination Date") of the employment of the Executive to the extent not theretofore paid, (2ii) any accrued but unpaid Annual Bonus respecting any paid or payable in respect of the most recently completed fiscal year ending prior of the Company, to the Date of Termination, (3) the product of (x) the Average Annual Bonus extent such amount is determinable and not theretofore paid and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4iii) any compensation previously deferred vacation pay accrued by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to through the extent not theretofore paid Termination Date (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein to In the contrary notwithstanding, event the timing Executive's Annual Bonus for the most recently completed fiscal year of payment by the Company of any deferred compensation is not determinable on the Termination Date, such Annual Bonus shall remain (subject to the terms and conditions of the applicable deferred compensation plan and any payment deferral election previously made by the Executive) be paid to Executive in a lump sum, in cash, as soon as administratively feasible after the date the amount of such Annual Bonus is determined and in any event prior to the expiration of the three month period referenced in Section II (B)(2). Any other amounts payable pursuant to this Section III(A)(1)(a) shall be paid as soon as administratively feasible following the Termination Date. (b) an amount equal to the Annual Base Salary that would have been earned by the Executive had the Executive remained continuously employed throughout the remaining original term of the Employment Period at the Annual Base Salary in effect on the Termination Date; and (c) an amount equal to the Annual Bonus(es) that would have been earned by the Executive had the Executive remained continuously employed throughout the remaining scheduled term of the Employment Period and been awarded Annual Bonus(es) at the target Annual Bonus rate in effect on the Termination Date (pro-rated for any year that would not have been completed in its entirety). (d) Notwithstanding the foregoing, if the aggregate payments contemplated by subsections (b) and (c) do not exceed 150% of the Base Salary in effect on the Termination Date (the "Base Termination Amount"), the Company shall instead pay the Executive an amount equal to the Base Termination Amount. 2. If the Employment Period shall expire by reason of an election by the Company not to renew this Agreement, the Company shall pay the Executive the Base Termination Amount in a lump sum in cash as soon as administratively feasible following the Termination Date related to such expiration. 3. Any and all benefits or other forms of compensation to the Executive (such as the disposition of any options held by Executive, the balance of Executive's account under the Company's Employee Stock Purchase or deferred compensation plans, and the Executive's 401(k) account (collectively, "Other Benefits")) shall be governed by the rules applicable to such plans and programs and the terms of any agreements between the Executive and the Company related to such Other Benefits, as the same are in effect on the Termination Date; provided, however, that, if at that the time of Termination, payments set forth in this Agreement (and the Change In Control Agreement) are the Executive's sole entitlement to severance pay and the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not also be made before entitled to receive payment under the date which is six (6) months after Company's standard severance programs. 4. Notwithstanding the date of separation from service with the Company (orforegoing, if earlier, the date of the Executive’s death); and B. the amount equal no amounts shall be owing to the product Executive under the foregoing clause (2) of this Section III(A) or subsections (b), (c) or (d) of clause (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefitsSection III(A) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, unless the Executive shall be considered have timely executed and delivered the Release attached to this Agreement as Exhibit A and the seven day rescission period referenced in Section 1(a) thereof shall have remained employed until two (2) years after expired without the Date Executive having sent a notice of Termination and revocation or rescission to have retired on the last day of such period; (iii) the Company shallCompany, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement which point any accrued amounts ("Termination Payments") which are then in effect; and (iv) to the extent not theretofore paid payable under such clause or provided, the Company subsections shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the to Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)soon as administratively feasible.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (ia) the The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate sum of: (i) that portion of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year previously paid through the Date of Termination; (ii) reimbursement of expenses incurred on or before the Date of Termination in accordance with Section 3.7, and the denominator of which is 365 above; and (4iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), (3) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s full compliance with Executive’s obligations pursuant to this Agreement, including but not limited to Sections 4.6, 5.3, 6 and Schedule A, the Company shall pay, or cause to be paid, to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject Executive: (i) an amount equal to the terms and conditions aggregate of twelve (12) months (or, in the event the Date of Termination occurs prior to the second anniversary of the applicable deferred compensation plan and any payment election previously made by Effective Date, twenty-four (24) months) of the Executive's Annual Base Salary, which amount is not wages for labor performed and may be withheld for any prior breach or breach during the period of such payments by Executive of his obligations in this Agreement or any applicable confidentiality, inventions assignment and return of property or similar undertaking; provided, however, thatthat this right of setoff shall not apply to any portion of the payments due under this Section 5.1(b)(i) that are determined to be payments of nonqualified deferred compensation to which Section 409A is applicable; and (ii) an amount, if which shall be determined in the sole discretion of the Compensation Committee exercising good faith and paid at the same time as the Company pays its incentives to management generally under the applicable plan, for the performance incentive set forth in Section 3.2 above for the annual performance period fully completed prior to the Date of Termination. For the avoidance of doubt, such incentive shall not be paid pro rata for a performance period that is not fully complete prior to the Date of Termination and shall be in accordance with the terms of the applicable incentive plan in effect at the time of Terminationtermination. Such amount in b(i) above shall be paid in twelve (12) (or twenty-four (24), as the case may be) equal monthly installments, payable as of the first day of the month beginning within sixty (60) days after the Date of Termination or any later date set forth below; provided, however, if the sixty (60) day period spans two (2) calendar years, the said payments shall commence in the second calendar year. Installments shall be made during the “short-term deferral period” following the termination of employment, as such term is defined in Section 409A of the Internal Revenue Code (the “Code”). At the conclusion of this short-term deferral period, the installment payments shall continue to the extent that the Executive’s remaining severance payment does not exceed two times the lesser of (i) the executive’s annual compensation or (ii) the compensation limit in effect under Section 401(a)(17) of the Code for the calendar year including the date of termination (the “Two Times Limit”); provided, however, to the extent the remaining severance payments exceed the Two Times Limit, then the installment payments which are below the Two Times Limit shall be paid to the Executive. Any remaining severance payments which exceed the Two Times Limit shall continue to paid in installments unless (i) the Executive is a “specified employee” as defined in Section 409A of the Code at the time of his termination of employment with the Company and (ii) the deferral of further payments payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, in which case, the Company will defer the commencement of the payment of any such payments (without any reduction in such payments ultimately paid to the Executive) until the date that is six months following his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code). If the Executive dies during such six (6) month period, then payments shall commence within thirty (30) days after the Executive's death). All payments to be made upon a termination of employment under this agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and. (iic) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to To the extent not theretofore paid or provided, the Company (or Patheon, as the case may be) shall timely pay or provide provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Patheon Group (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on earned, accrued or vested benefits through the Date of Termination. If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Patheon Group, unless otherwise specifically provided therein in a specific reference to this Agreement; provided, however, in the event any payment is made, or required to be made, under any such severance plan, program or policy, then the amounts payable under this Section 5.1 shall be reduced by such amount.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate terminates the Executive’s employment other than for Other Than For Cause or the Executive shall terminate terminates employment for Good Reason (includingunder Section 6(c) above, without limitation, a Permitted the Executive Termination):shall receive the following benefits: (i) the Company shall pay to the Executive in a A cash lump sum payment equal to 175% times the sum of the Executive’s annual base salary; (ii) A cash lump sum payment equal to a pro rata portion of the Executive’s bonus for the year in cash within 30 days after which the Date of Termination occurs determined by multiplying the aggregate of amount the following amounts: A. the sum of (1) the Executive’s Annual Base Salary Executive would have received based on actual performance had employment continued through the Date date of Termination payment, without any reduction due to the extent not theretofore paidexercise of negative discretion, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) by a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) such payment shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the same time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect bonuses are paid to other peer executives officers of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under for such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such periodyear; (iii) A cash lump sum payment equal to the Executive’s bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus had not then been paid as of the Date of Termination, which such payment to be made at the same time as bonuses are paid to other officers of the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effectfor such year; and (iv) A cash lump sum payment equal to 102% of the extent not theretofore paid or providedcost of providing one year of medical benefits (health, the Company shall timely pay or provide dental and vision) to the Executive and his dependents substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination. (v) All outstanding and unvested stock option and restricted stock awards subject solely to time-based vesting shall vest in full and any other amounts restrictions or benefits required forfeiture provisions applicable to restricted stock awards shall lapse, notwithstanding the provisions of the Tetra Tech, Inc. 2005 Equity Incentive Plan (or any successor plan) or any award agreements between the Executive and the Company thereunder, subject to Section 5. Equity awards which vest in whole or part on achievement of performance criteria shall vest based on actual performance results. This Section 7(a)(v) shall not alter the remaining term of any option. For purposes of this Agreement, references to restricted stock shall also include restricted stock units. If the Executive’s employment is terminated under Section 6(d)(ii), any acceleration of vesting for time-based awards shall occur on a Change in Control. For avoidance of doubt, the amount of payments to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits this Section 7(a) shall be hereinafter referred determined without regard to as any action that constitutes Good Reason under Section 6(c)(i) of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any equity plan or individual agreement evidencing an equity award, the terms of this Agreement (including, but not limited to, the definition of “Other BenefitsChange in Control”)) shall prevail, subject to Section 5.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive’s employment other than for Disability or Cause (including by reason of not renewing the Term), or the if Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the The Company shall pay pay, or cause to the be paid, to Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1A) the portion of Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year earned through the Date of Termination, and to the denominator of which is 365 extent not previously paid; and (4B) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (1), (2), (3A) and (4B) shall be hereinafter referred to as the “Accrued ObligationsBenefits”). Anything contained herein to The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time Date of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policySubject to Section 6 hereof, the Company shall continue benefits to pay, or cause to be paid, to Executive, continued Annual Base Salary (without taking into account any reduction to the Executive and/or the Annual Base Salary that constitutes Good Reason for Executive’s family at least termination), for the 12-month period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal to those which semi-monthly or other installments (not less frequently than monthly), commencing with the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms (and with the first such installment including any such Annual Base Salary amount that ​ otherwise would have been provided paid earlier in the Severance Period, and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination). Notwithstanding the foregoing, if the termination described in this Section 5(a) occurs within 90 calendar days prior to, or within 2 years following, a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan (the “Equity Incentive Plan”)), then, in addition to them the amounts described in the first sentence of this Section 5(a)(ii): (A) the Company shall pay or cause to be paid to Executive, in lieu of any Pro-Rated Annual Incentive under Section 5(a)(iv), a lump sum payment equal to Executive’s Target STI under the STIP for the year in which the Date of Termination occurs (without pro-ration), payable on the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms; and (B) to the plansextent that the same treatment is not otherwise provided under the Equity Incentive Plan and the applicable award agreements, programs, practices and policies described in Section 4(b)(iv) each of this Agreement if the Executive’s employment had not been terminated orthen outstanding equity incentive awards shall become vested in full (without pro­ration), if more favorable to the Executive, as in effect generally at with any time thereafter specified performance objectives with respect to such outstanding awards deemed to be satisfied at the “target” level. (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive under the STIP for a completed fiscal year or other peer executives measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than the date that annual incentives are payable to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (iv) Subject to Section 6 hereof, if and only if Executive’s Date of Termination occurs at least three (3) full calendar months after the beginning of the Company’s fiscal year, and except as otherwise provided in Section 5(a)(ii), Executive will be eligible to receive an annual incentive under the STIP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and its affiliated companies without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and their familiesassuming that any individual goals applicable to Executive were satisfied at the “target” level, providedpro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (v) Subject to Section 6 hereof, howeverif Executive timely elects continued health and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, that as amended (“COBRA”), the Company will pay Executive’s full COBRA premiums to continue his coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) for the 12-month period commencing on the Date of Termination (the “COBRA Premium Period”). The COBRA Premium Period runs concurrently with the Severance Period. ​ During the COBRA Premium Period, an amount equal to the applicable COBRA Premiums (or such other amounts as may be required by law) will be included in Executive’s income for tax purposes to the extent required by applicable law and the Company may withhold taxes from Executive’s other compensation for this purpose. Notwithstanding the foregoing, if Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare substantially equivalent health benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with then the Company’s policies with regard payment obligations and Executive’s right to outplacement then the subsidized premium payments as described in effect; andthis Section 5(a)(v) shall cease. (ivvi) to To the extent not theretofore paid or provided, the Company shall timely pay or provide provide, or cause to the be paid or provided, to Executive (or his estate) any other amounts amounts, benefits or benefits equity awards required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)) in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on accrued and vested benefits through the Date of Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) 1. the Company shall pay to the Executive in a lump sum in cash within 30 5 days after the Date of Termination the aggregate of the following amounts: A. (a) the sum of (1i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3ii) the product of (x) the Average greater of (I) the Executive's target bonus under the Company's annual incentive plan in respect of the year in which the Date of Termination occurs or, if greater, for the year in which the Change of Control occurs (the "Target Bonus") and (II) the Annual Bonus Incentive Payment that the Executive would have earned for the year in which the Date of Termination occurs based upon projecting to the end of such year the Company's actual performance through the Date of Termination with respect to the performance measures on which such payment would have been based and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2), (3ii) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. (b) the amount equal to the product of (1i) two (2), three and (2ii) the sum of (x) the Executive’s 's Annual Base Salary and (y) the Highest greater of (I) the Executive's Target Bonus and (II) the average of Executive's Annual Bonus Incentive Payments for the last three full fiscal years prior to the Effective Date or, if Executive was not in the employment of the Company or its Affiliates during one or more of the last three full fiscal years, the average of Executive's Annual Incentive Payments during the number of full fiscal years prior to the Effective Date that the Executive was so employed (annualized, in either case, in the event that the Executive was not employed by the Company for the whole of any such fiscal year), provided that any special or one-time awards (such as hereinafter defined)those associated with a new hire or promotion) shall not be taken into account; and (iic) for two an amount equal to the product of three times the higher of (2i) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms sum of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which amounts that would have been provided to them in accordance with contributed by the plans, programs, practices and policies described in Section 4(b)(ivCompany or any Affiliate based on the Reference Amount (defined below) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives 's account under (x) all of the retirement plans of the Company and its affiliated companies and their families, provided, however, that if Affiliates in which the Executive becomes reemployed with another employer and is was eligible to receive medical participate immediately prior to the Effective Date and (y) any excess or other welfare benefits under another employer provided plan, supplemental retirement plan in which the medical and other welfare benefits described herein shall be secondary Executive was eligible to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) participate as of the Executive Effective Date as such plans were in effect and funded for retiree benefits pursuant the fiscal year immediately preceding the Effective Date or (ii) the sum of the amounts that would have been contributed by the Company or any Affiliate based on the Reference Amount to such plans, practices, programs the Executive's account under (x) all of the retirement plans of the Company and policies, its Affiliates in which the Executive shall be considered was eligible to have remained employed until two (2) years after participate immediately prior to the Date of Termination and to have retired on the last day of such period; (iiiy) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services any excess or supplemental retirement plan in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is was eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).participate immediately prior

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid the greater of (A) the Recent Annual Bonus respecting and (B) the Annual Bonus paid or payable (including any completed fiscal year ending prior to bonus or portion thereof which has been earned but deferred), pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) the product of (x) the Average Annual Bonus any accrued and (y) a fractionunpaid Fringe Benefits, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), three and (2) the sum Executive’s highest Base Salary during any of (x) the three years preceding the Date of Termination; plus an amount equal to the Executive’s Annual highest Base Salary during any of the three years preceding the Date of Termination multiplied by the highest percentage payout of the Executive’s bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in comparison to salary (annualized in the event that Executive was not employed by the Company for the whole of such applicable period) paid and/or accrued in any of the three years preceding the Date of Termination; plus the highest one-year cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. This amount will be reduced by the amounts paid, if any, to the Executive under the Company’s Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive’s benefits under the Company’s Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and (y) shall not be entitled to the Highest Annual Bonus (as hereinafter definedpayments provided for under this Section 6(a)(i); and; (ii) for two (2) three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their familiesfamilies (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall be become secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurredincurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in accordance with the Company’s policies with regard to outplacement then in effect; andhis sole discretion; (iv) to the extent not theretofore therefore paid or provided, provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); provided, however, Other Benefits shall exclude any benefits under the Company’s Severance Pay Plan; (v) the Executive shall receive payment of benefits under any Supplemental Executive Retirement Plan (“SERP”) in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall be a lump sum payment in an amount equal to the benefit payable under the SERP adjusted by crediting the Executive with five additional years of credited service for benefit accrual and vesting and five additional years of age, both measured from the Date of Termination. The amount of any such benefit shall be calculated as of the Date of Termination in accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP.

Good Reason; Other Than for Cause. IfExcept as provided in Section 5(b) below, if, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination Termination, the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (1) two (2such termination in accordance with Section 3(b)(ii), and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on (ii) the last day average annualized payment the Executive received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President - Business Operations) immediately preceding the Date of such period;Termination under the Company's Annual Incentive Program (the "Severance Payment"). (iiiii) subject to the Company shallprovisions of Section 9(f) hereof, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing on the Date of Termination, up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. IfExcept as provided in Section 5(b) below, if, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(D) below, such other time as specified therein), the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (1) two (2such termination in accordance with Section 3(b)(ii), and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iiiii) the Company shall, at its sole expense as incurred, provide average annualized payment the Executive with outplacement services in accordance with received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President and President, Flexsys) immediately preceding the Date of Termination under the Company’s policies with regard to outplacement then in effect's Annual Incentive Program (the "Severance Payment"); and D. any unpaid portion of the Emergence Bonus, if any, to be paid in the amount and in the manner defined herein in Attachment I. (ivii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of its receipt from the Date Executive of Termination a Waiver and Release executed and delivered pursuant to Section 10(g) hereof, the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the amount equal to the product sum of (1) two (2)an amount equal to 100% of his Annual Base Salary, and (2) the sum of (xcash retention payments referred to in Section 1(a) hereof but only to the extent not theretofore paid to the Executive’s Annual Base Salary and (y, following which payment no additional amount shall thereafter be paid pursuant to Section 1(a) the Highest Annual Bonus (as hereinafter defined); andhereof. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits subject to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plansprovisions of Section 9(f) hereof, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. IfSubject to Section 6, if, during the Employment Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination or, if later, as soon as practicable following the earliest date on which such payment would avoid imposition of penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vii) but unpaid Annual Bonus respecting any completed fiscal year ending prior to have not been reimbursed by the Company as of the Date of Termination, (3) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) the product of (x) the Average Annual Executive’s Target Bonus and (y) for the fiscal year in which the Date of Termination occurs multiplied by a fraction, the numerator of which is the number of days in the current fiscal such year through the Date of Termination, Termination and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation paycollectively, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1x) two (2), and (2y) the sum of (xI) the Executive’s Annual Base Salary and (yII) the Highest Annual Bonus (as hereinafter defined)Target Bonus; and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical and life insurance benefits to the Executive and/or (and, if applicable, to any dependents of the Executive’s family Executive who received such benefits under his coverage prior to the Date of Termination) at least equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated orterminated; provided, if more favorable that the Executive continues to make all required contributions; and (iii) a pro rata portion of any outstanding and unvested Equity Awards held by the Executive as of the Date of Termination that would have vested in the fiscal year in which the Date of Termination occurs shall vest, such portion equal to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, number that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided planwould have so vested multiplied by a fraction, the medical and other welfare benefits described herein shall be secondary to those provided under numerator of which is the number of days in such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after year through the Date of Termination and to have retired on the last day denominator of which is 365, and that portion of such period; (iii) Equity Awards that would have become vested during the Company shall, at its sole expense one-year period following that fiscal year shall automatically accelerate and also become vested as incurred, provide of the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effectDate of Termination; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliated companies affiliates (such other amounts and benefits shall be hereinafter referred to as benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (v) Notwithstanding anything herein to the contrary, in the event the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason, (provided that in no event will there be deemed to be Good Reason solely by reason of the Company becoming privately held in connection with the consummation of the transactions contemplated by the Merger Agreement or on account of the Executive ceasing to serve as an executive of a publicly held corporation)., on or before the second anniversary of the Effective Date, the Executive shall be entitled to all payments and benefits then due under the Company’s Senior Officer Change in Control Severance Plan to the extent more favorable to the Executive than that otherwise provided under this Section 5(a) (in which case Executive will not be entitled to any payments or benefits under Section 5(a)). Except with respect to payments and benefits under Sections 5(a)(i)(A)(l), 5(a)(i)(A)(2) and 5(a)(iii), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive’s execution and non-revocation of a release substantially in the form attached hereto as Annex B.

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination): (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus Bonus, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two three (23), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two three (23) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two three (23) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 thirty days after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid the greater of (A) the Recent Annual Bonus respecting and (B) the Annual Bonus paid or payable (including any completed fiscal year ending prior to bonus or portion thereof which has been earned but deferred), pro rated through the Date of TerminationTermination to the extent not theretofore paid, (3) the product of (x) the Average Annual Bonus any accrued and (y) a fractionunpaid Fringe Benefits, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), three and (2) the sum Executive’s highest Base Salary during any of (x) the three years preceding the Date of Termination; plus an amount equal to the Executive’s Annual highest Base Salary during any of the three years preceding the Date of Termination multiplied by the highest percentage payout of the Executive’s bonus under the Short Term Incentive Program (or any successor short term bonus plan or program) in comparison to salary (annualized in the event that Executive was not employed by the Company for the whole of such applicable period) paid and/or accrued in any of the three years receding the Date of Termination; plus the highest one-year cash equivalent amount of Fringe Benefits paid to the Executive in any of the three calendar years preceding the Date of Termination. This amount will be reduced by the amounts paid, if any, to the Executive under the Company’s Severance Pay Plan (or any successor severance pay plan) as a result of such termination; provided, however, that if the Executive’s benefits under the Company’s Severance Pay Plan (or any successor severance pay plan) exceed the amounts payable under this Section, the Executive shall be entitled to such benefits and (y) shall not be entitled to the Highest Annual Bonus (as hereinafter definedpayments provided for under this Section 6(a)(i); and; (ii) for two (2) three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their familiesfamilies (to the extent permitted by law, or, if nor permitted by law, provided under nonqualified arrangements); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer employer-provided plan, the medical benefits provided by the Company shall no longer be available to the Executive and the other welfare benefits described herein shall be become secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) for twelve months following the Date of Termination, if the Company has terminated this Agreement for other than Cause, the Company shall, at its sole expense as incurredincurred to an aggregate of $15,000, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in accordance with the Company’s policies with regard to outplacement then in effect; andhis sole discretion; (iv) to the extent not theretofore therefore paid or provided, provided the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); provided, however, Other Benefits shall exclude any benefits under the Company’s Severance Pay Plan; (v) the Executive shall receive payment of benefits under any Supplemental Executive Retirement Plan (“SERP”) in which the Executive participates in effect as of the Date of Termination in accordance with the provisions of the SERP. The SERP benefit shall be a lump sum payment in an amount equal to the benefit payable under the SERP adjusted by crediting the Executive with five additional years of credited service for benefit accrual and vesting and five additional years of age, both measured from the Date of Termination. The amount of any such benefit shall be calculated as of the Date of Termination in accordance with the terms of the SERP, and the payment of such benefit shall be in lieu of any other payment under the SERP.

Good Reason; Other Than for Cause. IfSubject to Executive’s execution and delivery of the Release, during the Employment Period, if the Company shall terminate the Executive’s employment other than for Cause (but not for Disability) or the Executive shall terminate her employment for Good Reason Reason: (including, without limitation, a Permitted 1) The Company shall pay Executive Termination): on the Executive’s Date of Termination an amount equal to the sum of (i) the Company shall pay to prorated portion of the Target Bonus for Executive for the year in a lump sum in cash within 30 days after which the Date of Termination the aggregate of the following amounts: A. occurs, plus (ii) an amount equal to three (3) times the sum of (1) the Executive’s Annual Base Salary through and Target Bonus as of the Date of Termination to the extent not theretofore paid, Termination. (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to For a period of two (2) years following the Date of Termination, the Executive shall be treated as if she had continued to be an Executive for all purposes under the Company’s Health Insurance Plan and Dental Insurance Plan; or if the Company has not yet established its own Health Insurance Plan and/or Dental Insurance Plan or the Executive is prohibited from participating in such plan, the Company shall, at its sole cost and expense, provide health and dental insurance coverage for Executive which is equivalent to the coverage provided to Executive as of the Date of Termination. Such benefits shall not have any waiting period for coverage and shall provide coverage for any pre-existing condition. Following this continuation period, the Executive shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA treating the end of this period as a termination of the Executive’s employment if allowed by law. (3) the product For a period of two (x2) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through years following the Date of Termination, Company shall maintain in force, at its expense, all life insurance being provided or required to be provided to the Executive by the Company as of the Date of Termination and shall thereafter enable Executive to assume such life insurance at the denominator of which is 365 and Executive’s expense. (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum For a period of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after following the Executive’s Date of Termination, or the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have had she remained employed under the disability insurance plans applicable to Executive on the Date of Termination. Should Executive become disabled during such longer period period, Executive shall be entitled to receive such benefits, and for such duration, as may be provided by the applicable plan provides. (5) To the extent not already vested pursuant to the terms of the appropriate such plan, programthe Executive’s interests under any retirement, practice savings, deferred compensation, profit sharing or policy, similar arrangement of the Company shall continue benefits be automatically fully (i.e., 100%) vested, without regard to otherwise applicable percentages for the Executive and/or vesting of employer contributions based upon the Executive’s family at least equal to those which would have been provided to them in accordance years of service with the Company. (6) The Company shall adopt such employee benefit plans or amendments to its employee benefit plans, programsif any, practices and policies described in Section 4(b)(iv) as are necessary to effectuate the provisions of this Agreement if Agreement. (7) Executive shall become vested in all restricted stock awards, stock options and other performance related compensation, including any performance cash plan awards or awards under a successor or replacement plan, on the basis of the maximum payout for any open performance cycles. (8) The Company shall provide Executive with outplacement including executive office space and an executive secretary (both the office space and secretary shall be of a quality comparable to that the Executive had during the Employment Term) in a city or other locale chosen by Executive for a period of one year after the termination of Executive’s employment had with an aggregate cost not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)exceed $50,000.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination Termination, the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein ; B. an amount equal to 125% of Executive's Annual Base Salary immediately prior to the contrary notwithstanding, Date of Termination (the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"Severance Payment"); and B. C. if the amount equal Date of Termination is on or subsequent to the product Emergence Date but not later than the six month anniversary thereof, in lieu of the Severance Payment pursuant to clause (1) two (2B), and (2) Executive shall receive the sum of (x) amount, if any, to which he is entitled under the Executive’s Annual Base Salary and (y) the Highest Annual Solutia Inc. Emergence Incentive Bonus (Program at such time as hereinafter defined); andamounts are payable thereunder. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits subject to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plansprovisions of Section 9(f) hereof, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) upon request of the Executive, the Company shall provide outplacement services to the Executive for up to twelve months and up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. IfSubject to Section 6, if, during the Employment Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days (except as specifically provided in Section 5(a)(i)(A)(3)) after the Date of Termination or, if later, as soon as practicable following the earliest date on which such payment would avoid imposition of penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the aggregate of the following amounts: A. the sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued but unused vacation pay through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vii) but unpaid Annual Bonus respecting any completed fiscal year ending prior to have not been reimbursed by the Company as of the Date of Termination, (3) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has been determined but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) the product of (x) the Average Annual Executive’s Target Bonus and (y) for the fiscal year in which the Date of Termination occurs multiplied by a fraction, the numerator of which is the number of days in the current fiscal such year through the Date of Termination, Termination and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation paycollectively, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1x) two (2), and (2y) the sum of (xI) the Executive’s Annual Base Salary and (yII) the Highest Annual Bonus (as hereinafter defined)Target Bonus; and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical and life insurance benefits to the Executive and/or (and, if applicable, to any dependents of the Executive’s family Executive who received such benefits under his coverage prior to the Date of Termination) at least equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible continues to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effectmake all required contributions; and (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement (other than any severance plan, program, policy or practice or contract or agreement) of the Company and its affiliated companies affiliates (such other amounts and benefits shall be hereinafter referred to as benefits, the “Other Benefits”) in accordance with the terms and normal procedures of each such plan, program, policy or practice, based on accrued benefits through the Date of Termination. (iv) Notwithstanding anything herein to the contrary, in the event the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason, (provided that in no event will there be deemed to be Good Reason solely by reason of the Company becoming privately held in connection with the consummation of the transactions contemplated by the Merger Agreement or on account of the Executive ceasing to serve as an executive of a publicly held corporation)., on or before the second anniversary of the Effective Date, the Executive shall be entitled to all payments and benefits then due under the Company’s Senior Officer Change in Control Severance Plan to the extent more favorable to the Executive than that otherwise provided under this Section 5(a) (in which case Executive will not be entitled to any payments or benefits under Section 5(a)). Except with respect to payments and benefits under Sections 5(a)(i)(A)(l) and 5(a)(i)(A)(2), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive’s execution and non-revocation of a release substantially in the form attached hereto as Annex B.

Good Reason; Other Than for Cause. If, during the --------------------------------- Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(C) below, such other time as specified therein), the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the an amount equal to the product 200% of (1) two (2), and (2) the sum of (x) the Executive’s 's Annual Base Salary and immediately prior to the Date of Termination (ythe "Severance Payment"), provided that if the Executive's Date of Termination occurs prior to the date that any amount is paid or becomes payable to the Executive under the Solutia Inc. Emergence Incentive Bonus Program (whether pursuant to Section 1 or Section 5(a)(i)(C) hereof or otherwise), the amount of the Severance Payment shall be credited against any amounts subsequently paid to (or due to be paid to) the Highest Annual Executive under the Solutia Inc. Emergence Incentive Bonus (as hereinafter defined)Program; and C. if the Date of Termination is on or subsequent to the Emergence Date, subject to the provisions of Section 5(a)(i)(B) hereof, the Executive shall receive the amount, if any, to which he is entitled under the Solutia Inc. Emergence Incentive Bonus Program at such time as amounts are payable. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits subject to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plansprovisions of Section 9(f) hereof, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment PeriodTerm, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 60 days (except as specifically provided in Section 4(a)(i)(A)(3) and 4(a)(iii)) after the Date of Termination Termination, or if later, as provided in Section 6 below, the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting Base Salary and any completed fiscal year ending prior to accrued but unused vacation pay through the Date of Termination, (2) the Executive’s business expenses that are reimbursable pursuant to Section 2(b)(vii) but have not been reimbursed by the Company as of the Date of Termination, subject to such deadline for payment set forth in such section, (3) the Executive’s Annual Bonus for the calendar year immediately preceding the calendar year in which the Date of Termination occurs if such bonus has been determined or earned but not paid as of the Date of Termination (at the time such Annual Bonus would otherwise have been paid), and (4) an amount equal to the product of (x) the Average Annual Executive’s Additional Bonus and (y) multiplied by a fraction, the numerator of which is the number of days in the current fiscal year in which the Date of Termination occurs through the Date of Termination, Termination and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation paycollectively, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1x) two (2), and (2y) the sum of (xI) the Executive’s Annual Base Salary and (yII) the Highest Annual Additional Bonus (as hereinafter defineddefined below); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical and life insurance benefits to the Executive and/or (and, if applicable, to any dependents of the Executive’s family Executive who received such benefits under his coverage prior to the Date of Termination) at least equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated orterminated; provided, that the Executive continues to make all required contributions; and (iii) all equity awards in the Parent held by the Executive (“Equity Awards”) shall vest as if more favorable to the ExecutiveExecutive remained employed for an additional year beyond the Date of Termination; provided, as in effect generally at any time thereafter that, with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed Equity Awards to be granted in accordance with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policiesSection 2(b)(iv), the Executive shall be considered vest in the Equity Awards to an extent no less than the Executive would have vested in such Equity Awards had the Executive remained employed for two years immediately following the date of grant under the applicable Equity Award. With respect to any Equity Awards which are stock options or stock appreciation rights, such Equity Awards shall remain exercisable until two (2) years the later of one year after the date of termination and the original expiration date of such options or stock appreciation rights. Except with respect to payments and benefits under Sections 4(a)(i)(A)(l) and 4(a)(i)(A)(2) and 4(a)(iii), all payments and benefits to be provided under this Section 4(a) shall be subject to the Executive’s delivering to the Company, and not revoking, a signed release of claims substantially in the form of Exhibit A hereto within fifty-two days following Executive’s Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Termination.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive’s employment other than for Disability or Cause (including by reason of not renewing the Term), or the if Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the The Company shall pay pay, or cause to the be paid, to Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. the sum of of: (1A) the portion of Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year earned through the Date of Termination, and to the denominator of which is 365 extent not previously paid; and (4B) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore previously paid (the sum of the amounts described in clauses (1), (2), (3A) and (4B) shall be hereinafter referred to as the “Accrued ObligationsBenefits”). Anything contained herein to The Accrued Benefits shall be paid in a single lump sum within 30 calendar days after the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time Date of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1) two (2), and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and. (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policySubject to Section 6 hereof, the Company shall continue benefits to pay, or cause to be paid, to Executive, continued Annual Base Salary (without taking into account any reduction to the Executive and/or the Annual Base Salary that constitutes Good Reason for Executive’s family at least termination), for the 12-month period commencing on the Date of Termination (such period, the “Severance Period”), payable over the Severance Period in equal to those which semi-monthly or other installments (not less frequently than monthly), commencing with the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms (and with the first such installment including any such Annual Base Salary amount that otherwise would have been paid earlier in the Severance Period, and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the Date of Termination). Notwithstanding the foregoing, if the termination described in this Section 5(a) occurs on or prior to December 31, 2019, or within 90 calendar days prior to, or within 2 years following, a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan (the “Equity Incentive Plan”), provided that, for the avoidance of doubt, for purposes of this Agreement, a “Business Combination”, which may constitute a Change in Control as defined in the Equity Incentive Plan, shall be deemed to them include any disposition of two or more of the Company’s business segments and the completion of any related corporate restructuring or transition identified by the Board, then, in addition to the amounts described in the first sentence of this Section 5(a)(ii): (A) the Company shall pay or cause to be paid to Executive, in lieu of any Pro-Rated Annual Incentive under Section 5(a)(iv), a lump sum payment equal to Executive’s Target STI under the STIP for the year in which the Date of Termination occurs (without pro-ration), payable on the first regular payroll date occurring after the Release required by Section 6 becomes effective and irrevocable in accordance with its terms; and (B) to the plansextent that the same treatment is not otherwise provided under the Equity Incentive Plan and the applicable award agreements, programs, practices and policies described in Section 4(b)(iv) each of this Agreement if the Executive’s employment had not been terminated orthen outstanding equity incentive awards shall become vested in full (without pro-ration), if more favorable to the Executive, as in effect generally at with any time thereafter specified performance objectives with respect to such outstanding awards deemed to be satisfied at the “target” level. (iii) Subject to Section 6 hereof, the Company shall pay to Executive the amount of any annual incentive that has been earned by Executive under the STIP for a completed fiscal year or other peer executives measuring period preceding the Date of Termination (or that would have been earned by Executive had his employment continued through the date such annual incentive is paid to other senior executives), but has not yet been paid to Executive (the “Prior Year Annual Incentive”), payable in a single lump sum no later than the date that annual incentives are payable to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (iv) Subject to Section 6 hereof, if and only if Executive’s Date of Termination occurs at least three (3) full calendar months after the beginning of the Company’s fiscal year, and except as otherwise provided in Section 5(a)(ii), Executive will be eligible to receive an annual incentive under the STIP for the fiscal year during which the Date of Termination occurs, determined as if Executive had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and its affiliated companies without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and their familiesassuming that any individual goals applicable to Executive were satisfied at the “target” level, providedpro-rated based on the number of days in the Company’s fiscal year through (and including) the Date of Termination (the “Pro-Rated Annual Incentive”). The Pro-Rated Annual Incentive shall be payable in a single lump sum at the same time that payments are made to other participants in the STIP for that fiscal year (pursuant to the terms of the STIP). (v) Subject to Section 6 hereof, howeverthe Company shall reimburse Executive for the reasonable expenses incurred in terminating his apartment lease, which reimbursement shall be payable within 30 days after receiving supporting documentation, provided that the Company receives all documentation no later than 180 days after the Date of Termination. (vi) Subject to Section 6 hereof, if Executive timely elects continued health and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay Executive’s full COBRA premiums to continue his coverage (including coverage for his eligible dependents, if applicable) (the “COBRA Premiums”) for the 12-month period commencing on the Date of Termination (the “COBRA Premium Period”). The COBRA Premium Period runs concurrently with the Severance Period. During the COBRA Premium Period, an amount equal to the applicable COBRA Premiums (or such other amounts as may be required by law) will be included in Executive’s income for tax purposes to the extent required by applicable law and the Company may withhold taxes from Executive’s other compensation for this purpose. Notwithstanding the foregoing, if Executive becomes reemployed re-employed with another employer and is eligible to receive medical or other welfare substantially equivalent health benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with then the Company’s policies with regard payment obligations and Executive’s right to outplacement then the subsidized premium payments as described in effect; andthis Section 5(a)(vi) shall cease. (ivvii) to To the extent not theretofore paid or provided, the Company shall timely pay or provide provide, or cause to the be paid or provided, to Executive (or his estate) any other amounts amounts, benefits or benefits equity awards required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Company, including any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)) in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on accrued and vested benefits through the Date of Termination.

Good Reason; Other Than for Cause. IfExcept as provided in Section 5(b) below, if, during the Employment Period, the Company shall terminate the Executive’s 's employment other than for Cause or the Executive shall terminate employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 ten days after of the Date of Termination (or, solely with respect to any payment to be made pursuant to Section 5(a)(i)(D) below, such other time as specified therein), the aggregate of the following amounts: A. the sum of (1) the Executive’s 's accrued Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior annual bonus earned by the Executive with respect to the Date of Terminationprevious year, and (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (43) shall be hereinafter referred to as the “"Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death"); and B. the an amount equal to the product payment the Executive would have received under the Company's Annual Incentive Program for the fiscal year of (1) two (2such termination in accordance with Section 3(b)(ii), and (2) multiplied by the number of days that have transpired during that fiscal year immediately prior to the Date of Termination, divided by 365; and C. an amount equal to 200% of the sum of (xi) the Executive’s 's Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits immediately prior to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iiiii) the Company shall, at its sole expense as incurred, provide average annualized payment the Executive with outplacement services in accordance with received for the 3 years (or such shorter period during which the Executive has served as Senior Vice President and President Integrated Nylon) immediately preceding the Date of Termination under the Company’s policies with regard to outplacement then in effect's Annual Incentive Program (the "Severance Payment"); and D. any unpaid portion of the Emergence Bonus, if any, to be paid in the amount and in the manner defined herein in Attachment I. (ivii) subject to the provisions of Section 9(f) hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits benefits, excluding any severance or separation pay or benefits, required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, including, without limitation, the vested benefit, if any, of the Executive under any qualified defined benefit or defined contribution retirement plan of the Company and its affiliated companies in which the Executive participates, in accordance with the terms of such plan (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); (iii) the Company shall continue to provide at its expense (on the same basis as at the Executive's Date of Termination) for the continued participation of the Executive and, to the extent applicable, his family, in the Company's medical, dental, vision and life insurance plans and programs, for a period of four months commencing with the Date of Termination; and (iv) the Company shall provide the Executive with outplacement services during the twelve month period commencing with the Date of Termination up to an aggregate cost of $25,000.

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive’s 's employment other than for Cause Cause, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason (including, without limitation, a Permitted Executive Termination):Reason: (ia) the The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate sum of: (i) that portion of the following amounts: A. the sum of (1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year previously paid through the Date of Termination; (ii) reimbursement of expenses incurred on or before the Date of Termination in accordance with Section 3.5, and the denominator of which is 365 above; and (4iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), (3) and (4iii) shall be hereinafter referred to as the “"Accrued Obligations”"). Anything contained herein The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s full compliance with Executive’s obligations pursuant to this Agreement, including but not limited to Sections 4.6, 5.3, 6 and Schedule A, the Company shall pay, or cause to be paid, to the contrary notwithstandingExecutive: (i) an amount equal to the aggregate of twelve (12) months of the Executive's Annual Base Salary, which amount is not wages for labor performed and may be withheld for any prior breach or breach during the timing period of payment such payments by Executive of his obligations in this Agreement or any applicable restrictive covenant agreement; and (ii) an amount, which shall be determined in the sole discretion of the Company's Compensation Committee exercising good faith and paid at the same time as the Company of any deferred compensation shall remain subject pays its short-term incentive payments to management generally under the applicable plan, for the performance incentive set forth in Section 3.2 above for the annual performance period fully completed prior to the Date of Termination. For the avoidance of doubt, such short-term incentive shall not be paid pro rata for a performance period that is not fully complete prior to the Date of Termination and shall be in accordance with the terms and conditions of the applicable deferred compensation short-term incentive plan and in effect at the time of termination. Such amount in b(i) above shall be paid in twelve (12) equal monthly installments, payable as of the first day of the month beginning within sixty (60) days after the Date of Termination or any payment election previously made by the Executivelater date set forth below; provided, however, thatif the sixty (60) day period spans two (2) calendar years, if at the time said payments shall commence in the second calendar year. Installments shall be made during the “short-term deferral period” following the termination of Terminationemployment, as such term is defined in Section 409A of the Internal Revenue Code (the “Code”). At the conclusion of this short-term deferral period, the installment payments shall continue to the extent that the Executive’s remaining severance payment does not exceed two times the lesser of (i) the executive’s annual compensation or (ii) the compensation limit in effect under Section 401(a)(17) of the Code for the calendar year including the date of termination (the “Two Times Limit”); provided, however, to the extent the remaining severance payments exceed the Two Times Limit, then the installment payments which are below the Two Times Limit shall be paid to the Executive. Any remaining severance payments which exceed the Two Times Limit shall continue to paid in installments unless (i) the Executive is a “specified employee” within the meaning of as defined in Section 409A of the Internal Revenue Code at the time of his termination of employment with the Company and (ii) the deferral of further payments payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, as amendedin which case, then the Company will defer the commencement of the payment of any such payments shall not be made before (without any reduction in such payments ultimately paid to the Executive) until the date which that is six (6) months after the date following his termination of separation from service employment with the Company (or, if earlier, or the earliest date as is permitted under Section 409A of the Executive’s deathCode); and B. . If the amount equal to the product of Executive dies during such six (16) two month period, then payments shall commence within thirty (2), and (230) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus (as hereinafter defined); and (ii) for two (2) years days after the Executive’s Date 's death). All payments to be made upon a termination of Termination, or employment under this agreement may only be made upon a “separation from service” within the meaning of such longer period as may be provided by the terms term under Section 409A of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period;Code. (iiic) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to To the extent not theretofore paid or provided, the Company (or Patheon, as the case may be) shall timely pay or provide provide, or cause to be paid or provided, to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies Patheon Group (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"), in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement, based on earned, accrued or vested benefits through the Date of Termination. If the Executive receives payments and benefits pursuant to this Section 5.1, then the Executive shall not be entitled to any other severance pay or benefits under any severance plan, program or policy of any member of the Patheon Group, unless otherwise specifically provided therein in a specific reference to this Agreement; provided, however, in the event any payment is made, or required to be made, under any such severance plan, program or policy, then the amounts payable under this Section 5.1 shall be reduced by such amount.

Good Reason; Other Than for Cause. If, during the Employment Contract Period, (1) the Company shall terminate the Executive’s employment other than for Cause Cause, death or Disability or (2) the Executive shall terminate employment for Good Reason Reason, then, subject to the Executive’s execution (includingwithin 45 days of the Date of Termination), and non-revocation, of a release of claims substantially in the form attached hereto as Exhibit B; provided that, if the Company does not countersign such release within 10 days after the delivery of such signed release to the Company by the Executive, then such release shall be null and void and the payments hereunder shall be made without limitation, regard to any requirement for a Permitted Executive Termination):signed release: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days on the 60th day (except as specifically provided in Section 5(a)(i)(A)(2)) after the Date of Termination the aggregate of the following amounts: A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any accrued but unpaid Annual Bonus respecting Base Salary and any completed fiscal year ending prior to the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year accrued but unused vacation pay through the Date of Termination, and (2) the denominator Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of which is 365 and (4) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent Termination occurs if such bonus has not theretofore been paid (the sum as of the amounts described in clauses Date of Termination (1)at the time such Annual Bonus would otherwise have been paid) (together, (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”). Anything contained herein to the contrary notwithstanding, the timing of payment by the Company of any deferred compensation shall remain subject to the terms and conditions of the applicable deferred compensation plan and any payment election previously made by the Executive; provided, however, that, if at the time of Termination, Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended, then payments shall not be made before the date which is six (6) months after the date of separation from service with the Company (or, if earlier, the date of the Executive’s death); and B. the amount equal to the product of (1x) two 1.0 (2or, if the Date of Termination occurs within the six month period prior to or the two-year period following a Change of Control (as defined in Equity Incentive Plan), 1.5), and (2y) the sum of (xI) the Executive’s Annual Base Salary as of the Date of Termination and (yII) the Highest Annual Target Bonus (as hereinafter defined); andof the Date of Termination; (ii) for two (2) years after 18 months following the Executive’s Date of Termination, or such longer period as may be provided by Termination (the terms of the appropriate plan, program, practice or policy“Benefits Period”), the Company shall continue benefits to provide the Executive and/or and the Executive’s family at least eligible dependents with medical (including vision and dental) benefits (the “Health Care Benefits”) equal to those which that would have been provided to them the Executive (and to any such dependent) in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement the Company if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, terminated; provided, however, that (x) the Executive shall pay the full premiums for access to the Health Care Benefits and (y) if the Executive becomes reemployed employed with another employer and is eligible to receive covered by another employer-sponsored plan providing substantially equivalent medical or other welfare benefits under another employer provided plan(including vision and dental) insurance benefits, the medical and other welfare benefits described herein shall no longer be secondary provided by the Company. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to those provided under such other plan during such applicable period pay the Applicable COBRA Premium (as defined below). During the Benefits Period, the Company shall pay to the Executive a monthly amount (the “Monthly Payment”) equal to the Applicable COBRA Premium in respect of eligibilitythe level of coverage that the Executive elected, which payment shall be paid in advance on the first business day of each month, commencing with the month immediately following the Executive’s Date of Termination. For purposes of determining eligibility (but not this paragraph, “Applicable COBRA Premium” means the monthly premium in effect from time of commencement of benefits) of the Executive to time for retiree benefits pursuant coverage provided to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two (2) years after the Date of Termination and to have retired on the last day of such period; (iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services in accordance with the Company’s policies with regard to outplacement then in effect; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement former employees of the Company under Section 4980B of the Code and its affiliated companies the regulations thereunder with respect to a particular level of coverage (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”i.e., single, single plus one, or family).; and