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, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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").

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's ’s employment other than for Cause, death or Disability, Cause or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing 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 greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, and the denominator of which is 365 and (34) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (34) 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 for purposes that, if at the time of this Termination, Executive is a “specified employee” within the meaning of Section 4409A of the Internal Revenue Code, Base Salary as amended, then payments shall include any elective salary reductions in effect for not be made before the Executive under any tax qualified or non-qualified deferred compensation plan maintained by date which is six (6) months after the Companydate 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) one and one-half (1.50), and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's ’s Annual Base Salary and (y) the Minimum BonusHighest Annual Bonus (as hereinafter defined); and C. an amount equal to the excess of (aii) 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 Ex ecutive participates, if any for eighteen (the "Retirement Plan"18) (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 months after the Executive's employment continued for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the ’s Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Plansplans, programs, practices, executive perquisites practices and Policies policies described in section 2(b)(vSection 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated or, it 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 for the duration of the Employment Period until eighteen (18) 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), or without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) three or, if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Controlless, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 "SERPASERP") which the Executive Ex ecutive would receive if the Executive's employment continued for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Restricted Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare welfare Plans, programs, practices, executive perquisites practices and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 4 (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause. If, during the Employment Contract Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause, death or Disability, Disability or (2) the Executive shall terminate employment for Good Reason orReason, then, subject to the Executive’s execution (within 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 still available under Section 3(f)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 reason during the Window Period.regard to any requirement for a signed release: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 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 amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the Executive's ’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, and (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect Executive’s Annual Bonus for the Executive with respect to fiscal year immediately preceding the three years ending prior to the fiscal year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator if such bonus has not been paid as of which is the number of days in the current calendar year through the Date of TerminationTermination (at the time such Annual Bonus would otherwise have been paid) (together, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1x) and 1.0 (2) where: (1) is (i) or, if the Date of Termination occurs coincident with within the six month period prior to or after the two-year period following a Change of Control (as defined in Controlthe Primerica, Inc. 2010 Omnibus Incentive Plan), 1.5), and (y) the lesser sum of (a) three or (bI) the number Executive’s Annual Base Salary as of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (xII) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period is the sum of the Annual Base Salary and Minimum Target 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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").

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during or the Window Period.Company shall deliver a Nonrenewal Notice and the Executive thereafter terminates the Executive's employment at the end of the Employment Period (a "Nonrenewal Termination"): (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) three, two in the case of a Nonrenewal Termination, and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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, two years in the period determined below: (1) if case of a Nonrenewal Termination, after the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration in each of the Employment Period three 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stockthe Restricted Stock, stock options Performance Shares and any other stock awards under Options (collectively, the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to two years in the nearest twelfth (1/12th) case of a yearNonrenewal Termination, between the Date of Termination and after the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Planswelfare plans, programs, practices, executive perquisites practices and Policies policies described in section Section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives the Chief Executive Officer of the Company and its affiliated companies and their families; his family, 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 for until three or two years, as the duration of the Employment Period case may be, after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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; and (vi) to the extent not previously paid, the Executive shall be paid the Special Service Bonus.

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, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate sum of: (i) that portion of the amounts 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 earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year 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 (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product of Executive’s Annual Base Salary. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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 employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses clauses (1), ) (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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").

Good Reason; Other Than for Cause. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) three or, if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Controlless, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 Ex ecutive would receive if the Executive's employment continued for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Restricted Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare welfare Plans, programs, practices, executive perquisites practices and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 4 (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, If the Company shall terminate the Executive's employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive's employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of: (i) that portion of (1) the Executive's Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year 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 (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "Accrued Obligations"); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive's compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product of Executive's Annual Base Salary. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (ai) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the ExecutiveCompany's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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, If the Company shall terminate the Executive's ’s employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate sum of: (i) that portion of the amounts 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 earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year 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 (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product Executive’s Annual Base Salary, plus payment of any performance bonus set forth in Section 3.2 above for performance periods completed prior to the Date of Termination. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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 employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus currently in effect for the Executive with respect or the average of the actual bonuses paid to the Executive for the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Annual Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, is the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) ), and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control), the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he the Executive remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, which is the lesser of (a) three years or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control), the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section Section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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").

Good Reason; Other Than for Cause. If, during If the Employment Period, the Company Corporation shall terminate the Executive's ’s employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company Corporation shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of of: (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), i) and (3ii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid within 30 days after the Date of Termination. (b) The Corporation shall pay, howeveror cause to be paid, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to six months worth of the product Executive’s Annual Base Salary plus an amount determined by the Board of (1) and (2) where: (1) is (i) if Directors in its sole discretion to reflect the annual incentive the Executive would have otherwise earned during the year in which the Date of Termination occurs coincident with occurs. Such amount shall generally be paid in cash in six equal monthly installments beginning within 60 days after the Date of Termination or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded . Such payment shall be paid to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Executive within 30 days after the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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 a period of (12) months from 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 Affiliated Group, unless otherwise specifically provided therein in a specific reference to this Agreement.

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 employment other than for Cause, death or Disability, Cause or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 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 amounts set forth in clauses A, B and C belowfollowing 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) the product of (x) the greater of the highest any annual bonus paid to or the target bonus in effect for earned by the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fractionprevious year, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; 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) and (2) where: (1) is (i) if the Date of Termination occurs coincident such termination in accordance with or after a Change in ControlSection 3(b)(ii), the lesser of (a) three or (b) multiplied by the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs days that have transpired during that fiscal year immediately prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the Minimum Bonusdivided by 365; and C. an amount equal to 200% of the excess sum of (ai) the actuarial equivalent of the benefit under the CompanyExecutive's qualified defined benefit retirement plan or such other qualified defined benefit pension plan in which the Ex ecutive 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 Annual Base Salary 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and (ii) the Executive's attainment of age sixty-five average annualized payment the Executive received for the 3 years (65or such shorter period during which the Executive has served as Senior Vice President and President Performance Products) and (2) if immediately preceding the Date of Termination occurs prior to a Change in Control, under the number of years remaining in Company's Annual Incentive Program (the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, "Severance Payment"); and, assuming that the Executive's compensation during the duration D. any unpaid portion of the Employment Period 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)Emergence Bonus, if any, to be paid in the amount and in the manner defined herein in Attachment I; and E. the payments under the Retirement Plan and the SERP as of the Date of Termination; providedthis Section 5(a) shall be reduced by any amount due, however, that such determination shall also take into accountif any, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;as a result of such termination pursuant to Belgian law. (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior subject to the Commencement Date ("Prior Stock Awards"provisions of Section 9(f) shall become immediately vested and/or exercisablehereof, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, excluding including, without limitation, the vested benefit, if any, of the Executive under any severance qualified defined benefit or defined contribution retirement plan or policy except to of the extent that such plan or policy providesCompany and its affiliated companies in which the Executive participates, in accordance with its terms, benefits with a value in excess the terms of the benefits payable to the Executive under this Section 4, 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 PeriodCEO Term, the Company shall terminate the Executive's ▇▇▇▇’▇ employment other than for Cause, death or Cause (but not for Disability), or the Executive ▇▇▇▇ shall terminate his employment for Good Reason orReason, if still available under in addition to the benefits set forth in Section 3(f4(C), without reason during the Window Period.▇▇▇▇ shall be entitled to receive: (i) The In satisfaction of the annual bonus ▇▇▇▇ 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 the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination ▇▇▇▇ an amount equal to the extent not theretofore paid, (2) the product of (xi) the greater of the highest bonus paid annual bonus, if any, to or the target bonus in effect which ▇▇▇▇ would have been entitled for the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (had ▇▇▇▇’▇ employment with the "Minimum Bonus") Company not been terminated, as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company, and (yii) a fraction, the numerator of which is the number of days in the current 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 365 365. Such amount shall be paid on the date when such amounts would otherwise have been payable to ▇▇▇▇ if ▇▇▇▇’▇ employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company. (3ii) any compensation previously deferred by Within 14 days following ▇▇▇▇’▇ Date of Termination, the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances Company shall pay to the extent not theretofore paid (▇▇▇▇ a cash severance payment in an amount equal to three times the sum of ▇▇▇▇’▇ Base Salary and Target Bonus as of the amounts described in clauses Date of Termination. (iii) With respect to awards granted under the Company’s long-term incentive plans, other than the award granted to ▇▇▇▇ under the Parent’s 2013 Long-Term Incentive Plan pursuant to the letter agreement dated March 25, 2013 between the Company and ▇▇▇▇ (the “2013 LTIP Award”), the Company shall provide and pay the following amounts: (1)) in respect of any awards under the Company’s long term incentive plans for which ▇▇▇▇’▇ Date of Termination occurs during the performance period for such award, (2), and (3) ▇▇▇▇ shall be hereinafter referred entitled to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or nona long-qualified deferred compensation plan maintained by the Company; and B. the amount term incentive award equal to the product of (1A) the long-term incentive award, if any, ▇▇▇▇ would have been entitled to in respect of the performance period if ▇▇▇▇’▇ employment with the Company not been terminated, as determined based on actual performance during the relevant performance period and in accordance with the terms and conditions of the Company’s long-term incentive plans, and (2B) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Controlfraction, the lesser numerator of (a) three or (b) which is the number of years, rounded to days in the nearest twelfth (1/12th) period commencing on the first day of a year, between the relevant performance period and ending on the Date of Termination and the Executive's attainment denominator of age sixtywhich is the total number of days in the relevant performance period. Such amounts shall be paid on the same schedule and in the same manner as if ▇▇▇▇ had remained employed with the Company, as determined in accordance with the terms and conditions of the Company’s long-five (65) andterm incentive plans. (ii2) in respect of any awards where ▇▇▇▇’▇ Date of Termination occurs following the end of the performance period that relates to such award, to the extent not yet paid, the Company shall pay ▇▇▇▇ any amounts earned by ▇▇▇▇ in respect of such awards, on the same schedule and in the same manner as if ▇▇▇▇ had remained employed with the Company, as determined in accordance with the terms and conditions of the Company’s long-term incentive plans. (3) Notwithstanding anything in this Agreement to the contrary, the terms and conditions of the 2013 LTIP Award remain in full force and effect without any modifications or amendments whatsoever. (iv) Any outstanding unvested stock options, performance-based restricted stock units or similar equity awards (other than service-based restricted stock awards) held by ▇▇▇▇ on the Date of Termination occurs prior shall continue to vest in accordance with their original terms (including any related performance measures) for a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the three-year period determined below: (1) if beginning on the Date of Termination occurs coincident with or after a Change in Control(such period, the lesser “Benefit Continuation Period”) as if ▇▇▇▇ had remained an employee of the Company through the end of such period and any such stock option, performance-based restricted stock unit or other equity award (aother than service-based restricted stock awards) three or (b) that has not vested as of the number conclusion of yearssuch period shall be immediately cancelled and forfeited as of such date. In addition, rounded ▇▇▇▇ shall have the right to continue to exercise any outstanding vested stock options held by ▇▇▇▇ during the nearest twelfth (1/12th) Benefit Continuation Period; provided that in no event shall ▇▇▇▇ be entitled to exercise any such option beyond the original expiration date of a year, between such option. Any outstanding service-based restricted stock award held by ▇▇▇▇ as of the Date of Termination that would have vested during the Benefit Continuation Period had ▇▇▇▇ remained an employee of the Company through the end of such period shall be immediately vested as of the Date of Termination and any service-based restricted stock award that would not have vested as of the Executive's attainment conclusion of age sixty-five (65) andsuch period shall be immediately cancelled and forfeited as of such date. (2v) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Following ▇▇▇▇’▇ Date of Termination, rounded to ▇▇▇▇ shall receive the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period computer which ▇▇▇▇ 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 utilizing as of the Date of Termination; provided. In addition, however, that such determination ▇▇▇▇ shall also take into account, be entitled to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above furniture in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior to the Commencement Date ("Prior Stock Awards") shall become immediately vested and/or exercisable, ▇▇▇▇’▇ office suite as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded . (vi) Notwithstanding anything in this Agreement to the nearest twelfth (1/12th) contrary, in no event shall the provision of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 4 during any taxable year of ▇▇▇▇ affect the Executive shall be considered provision of in-kind benefits pursuant to have remained employed for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive this Section 4 in any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement taxable year of the Company and its affiliated 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")▇▇▇▇.

Good Reason; Other Than for Cause. If, during the Employment --------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), or without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of -------- ------- this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) three or, if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Controlless, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Restricted Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Planswelfare plans, programs, practices, executive perquisites practices and Policies policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 4 (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

Good Reason; Other Than for Cause. If, during the Employment Contract Period, (1) the Company shall terminate the Executive's ’s employment other than for Cause, death or Disability, Disability or (2) the Executive shall terminate employment for Good Reason orReason, then, subject to the Executive’s execution (within 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 still available under Section 3(f)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 reason during the Window Period.regard to any requirement for a signed release: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 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 amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the Executive's ’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, and (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect Executive’s Annual Bonus for the Executive with respect to fiscal year immediately preceding the three years ending prior to the fiscal year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fraction, the numerator if such bonus has not been paid as of which is the number of days in the current calendar year through the Date of TerminationTermination (at the time such Annual Bonus would otherwise have been paid) (together, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "“Accrued Obligations"”); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1x) and 1.0 (2) where: (1) is (i) or, if the Date of Termination occurs coincident with within the six month period prior to or after the two-year period following a Change of Control (as defined in Controlthe Primerica, Inc. 2010 Omnibus Incentive Plan), 1.5), and (y) the lesser sum of (a) three or (bI) the number Executive’s Annual Base Salary as of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (xII) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period is the sum of the Annual Base Salary and Minimum Target 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if 18 months following the Date of Termination occurs coincident with or after a Change in Control, (the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and or such longer period as may be provided by 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 equal to those which would have been provided to them in accordance with the Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 ’s 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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").dependents with

Good Reason; Other Than for Cause. If, during the Employment Period, If the Company shall terminate the Executive's employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive's employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of: (i) that portion of (1) the Executive's Annual Base Salary through the Date of Termination to the extent earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year 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 (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "Accrued Obligations"); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive's compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to twelve (12) months' Base Salary, plus payment of any performance bonus set forth in Section 3.2 above for performance periods completed prior to the product Date of Termination. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (ai) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the ExecutiveCompany's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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 employment other than for Cause, death or Disability, Cause or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar ten days after of the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing 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) the product of (x) the greater of the highest any annual bonus paid to or the target bonus in effect for earned by the Executive with respect to the three years ending prior to the year in which the Date of Termination occurs (the "Minimum Bonus") and (y) a fractionprevious year, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product 200% of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, (the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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"Severance Payment"), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement that were outstanding immediately prior subject to the Commencement Date ("Prior Stock Awards"provisions of Section 9(f) shall become immediately vested and/or exercisablehereof, as the case may be; (iii) for the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled eligible to receive under any plan, program, policy or practice or policy, practice, contract or agreement of the Company and its affiliated companies, excluding including, without limitation, the vested benefit, if any, of the Executive under any severance qualified defined contribution retirement plan or policy except to of the extent that such plan or policy providesCompany and its affiliated companies in which the Executive participates, in accordance with its terms, benefits with a value in excess the terms of the benefits payable to the Executive under this Section 4, such plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iii) the Company shall continue to provide (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 basic 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 If the Employment Period, the Company Corporation shall terminate the Executive's ’s employment other than for Cause, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company Corporation shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of of: (1i) the Executive's ’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3ii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), i) and (3ii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid within 30 days after the Date of Termination. (b) The Corporation shall pay, howeveror cause to be paid, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to the product Executive’s Annual Base Salary plus an amount determined by the Board of (1) and (2) where: (1) is (i) if Directors in its sole discretion to reflect the annual incentive the Executive would have otherwise earned during the year in which the Date of Termination occurs coincident with occurs. Such amount shall generally be paid in cash in twelve equal monthly installments beginning within 60 days after the Date of Termination or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded . Such payment shall be paid to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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 Executive within 30 days after the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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 a period of (12) months from 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 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, the Company shall terminate the Executive's employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), or without reason during the Window Period. (i) The Company shall pay to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) three or, if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Controlless, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 Ex ecutive would receive if the Executive's employment continued for the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Restricted Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if duration of the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare welfare Plans, programs, practices, executive perquisites practices and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 4 (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, If the Company shall terminate the ExecutiveEmployee's employment during the Employment Period other than for Cause, Cause or death or Disability, disability or the Executive Employee shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (i) The the Company shall pay to the Executive Employee in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the ExecutiveEmployee's Annual then annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest annual bonus paid to or payable under the target Company's bonus in effect plans, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months), for the Executive with respect to the three years ending prior to the most recently completed fiscal year in which the Date of Termination occurs (the "Minimum Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive Employee (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to two times the product sum of (1) the Base Salary and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded Annual Bonus paid to the nearest twelfth (1/12th) of a Employee during the most recently completed fiscal year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and. (ii) if for 2 years after the Date of Termination occurs prior to a Change in Control, the number of years remaining in the ExecutiveEmployee's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Employee and/or the ExecutiveEmployee's family at least equal to those which would have been provided to them in accordance with the Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the ExecutiveEmployee's employment had not been terminated or, it 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 and their families; , 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and; (iviii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (iv) all unvested options to purchase shares of Common Stock of the Company then held by the Employee shall vest immediately.

Good Reason; Other Than for Cause. Death or Disability. If, during the Employment Period, the Company shall terminate the ExecutiveEmployee's employment other than for Cause, death Cause or Disability, Disability or the Executive Employee shall terminate employment for Good Reason or, and if still available under Section 3(f), without reason during on the Window Period.Date of Termination the executive has at least one year of service with the Company: (i) The the Company shall pay to the Executive Employee in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C belowfollowing amounts: A. the sum of (1) the ExecutiveEmployee's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater higher of (I) the highest Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus paid to 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 target bonus in effect Employee was employed for less than twelve full months), for the Executive with respect most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to the three years ending prior to the year in which the Date of Termination occurs (as the "Minimum Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive Employee (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), ) and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the ExecutiveEmployee's Annual Base Salary and (y) the Minimum Highest Annual Bonus; and C. an amount equal to the excess of difference between (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 Ex ecutive participates, if any (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive Employee than those in effect under the Company's Retirement Plan (as defined below) immediately prior to the Commencement Effective Date), except as specified below with respect to increases in base salary and annual bonus) under or the qualified retirement plan in which the Employee participates (the "Retirement Plan") and any excess or supplemental retirement plan in which the Executive Employee participates (together, the "SERP") which the Executive Employee would receive if the ExecutiveEmployee's employment continued for the period determined below: (1) if two years after the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive(1) the Employee's compensation during the duration base salary increased in each of the Employment Period is two years by the sum amount required by Section 4(b)(i) had the Employee remained employed, and (2) the Employee's annual bonus (annualized for any fiscal year consisting of less than twelve full months or during which the Employee was employed for less than twelve full months) in each of the Annual Base Salary two years bears the same proportion to the Employee's base salary in such year or fraction thereof as it did for the last full year prior to the Date of Termination, and Minimum Bonus over (b) the actuarial equivalent of the ExecutiveEmployee's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options and any other stock awards under for two years after the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the ExecutiveEmployee's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Employee and/or the ExecutiveEmployee's family at least equal to those which would have been provided to them in accordance with the Welfare Plansplans, programs, practices, executive perquisites practices and Policies policies described in section 2(b)(vSection 4(b)(iv) of this Agreement if the ExecutiveEmployee's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, it 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 and their families; , 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 Employee for retiree benefits pursuant to such plans, practices, programs and policies, the Executive Employee shall be considered to have remained employed for the duration of the Employment Period until two 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 Employee with outplacement services the scope and provider of which shall be selected by the Employee in his sole discretion; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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, death or Disability, or the Executive shall terminate employment for Good Reason or, if still available under Section 3(f), without reason during or the Window Period.Company shall deliver a Nonrenewal Notice and the Executive thereafter terminates the Executive's employment at the end of the Employment Period (a "Nonrenewal Termination"): (i) The the Company shall pay to the Executive in a lump sum in cash within fifteen calendar 30 days after the Date of Termination the aggregate of the amounts set forth in clauses A, B and C below: A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the greater of the highest bonus paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "Accrued Obligations"); provided, however, that for purposes of this Section 4, Base Salary shall include any elective salary reductions in effect for the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the amount equal to the product of (1) three, or two in the case of a Nonrenewal Termination and (2) where: (1) is (i) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (ii) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and where (2) is the sum of (x) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 period determined below: (1) if case of a Nonrenewal Termination, after the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration in each of the Employment Period three 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph; (ii) any restricted stock, stock options the Restricted Stock and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to or two years in the nearest twelfth (1/12th) case of a yearNonrenewal Termination, between the Date of Termination and after the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Planswelfare plans, programs, practices, executive perquisites practices and Policies policies described in section Section 2(b)(v) of this Agreement if the Executive's employment had not been terminated terminated, including the cost of $3 million of term life insurance on the Executive's life or, it 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 for until three or two years, as the duration of the Employment Period case may be, after the Date of Termination and to have retired on the last day of such period; 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 entitled to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 4 (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). (v) the Executive shall be provided with title to the Company car.

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, death or Disability, or if the Executive shall terminate the Executive’s employment for Good Reason or, if still available under Section 3(f), without reason during the Window Period.Reason: (ia) The Company shall pay pay, or cause to be paid, to the Executive in a lump sum in cash within fifteen calendar days after the Date of Termination the aggregate sum of: (i) that portion of the amounts 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 earned but not theretofore paid, (2) the product of (x) the greater of the highest bonus previously paid to or the target bonus in effect for the Executive with respect to the three years ending prior to 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 calendar year 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 (3iii) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any other nonqualified benefit plan balances vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1i), (2ii), and (3iii) shall be hereinafter referred to as the "“Accrued Obligations"”); provided. The Accrued Obligations shall be paid on the regular payday following the Date of Termination. (b) Subject to Executive’s compliance with Section 5.3, howeverArticle 6 and Schedule B, that for purposes of this Section 4the Company shall pay, Base Salary shall include any elective salary reductions in effect for or cause to be paid, to the Executive under any tax qualified or non-qualified deferred compensation plan maintained by the Company; and B. the an amount equal to twelve (12) months’ Base Salary, plus payment of any performance bonus set forth in Section 3.2 above for performance periods completed prior to the product Date of Termination. Such amount shall generally be paid in cash in twelve (112) and equal monthly installments beginning within sixty (260) where: (1) is (i) if days after the Date of Termination occurs coincident with or after a Change such later date set forth in ControlSection 7.8. Notwithstanding the foregoing, if the severance benefit described in this Section 5.1(b) exceeds two (2) times the lesser of (a) three or (bi) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and ’s annual compensation or (ii) if the Date compensation limit in effect under Section 401(a)(17) of Termination occurs prior to a Change in Control, the number of years remaining in Code for the Executive's Employment Period at calendar year including the Date of Termination, rounded to any amounts not yet paid as of the nearest twelfth (1/12th) of “short-term deferral date” shall be paid in a year, and where (2) lump sum on the “short-term deferral date.” The “short-term deferral date” is the sum date that is two and one-half months after the end of the later of (xi) the Executive's Annual Base Salary and (y) the 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 Ex ecutive 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 the period determined below: (1) if calendar year containing the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (bii) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at Company’s fiscal year containing the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation during the duration of the Employment Period 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; provided, however, that such determination shall also take into account, to the extent applicable, any early retirement subsidy, based on the Executive's age, service or both, for the additional service and age that the Executive would have realized if he remained employed for the period described above in this subparagraph;. (iic) any restricted stock, stock options and any other stock awards under the Stock Incentive Plan or any other Company sponsored plan or arrangement 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 the period determined below: (1) if the Date of Termination occurs coincident with or after a Change in Control, the lesser of (a) three or (b) the number of years, rounded to the nearest twelfth (1/12th) of a year, between the Date of Termination and the Executive's attainment of age sixty-five (65) and (2) if the Date of Termination occurs prior to a Change in Control, the number of years remaining in the Executive's Employment Period at the Date of Termination, rounded to the nearest twelfth (1/12th) of a year, and 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 Welfare Plans, programs, practices, executive perquisites and Policies described in section 2(b)(v) of this Agreement if the Executive's employment had not been terminated or, it 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 for the duration of the Employment Period after the Date of Termination and to have retired on the last day of such period; and (iv) to To the extent not theretofore paid or provided, Company (or Patheon, as the Company 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 entitled eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated 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, 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.