Common use of Involuntary Termination Clause in Contracts

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Without Cause at the Employee's employment is ----------------------- terminated as a result Company’s option at any time, with or without notice and for any reason whatsoever, other than death, Disability or for Cause, in the sole discretion of the Company (“Involuntary Termination”). Upon an Involuntary Termination, Executive shall receive all of the following severance benefits (provided, however, that, in the event of an Involuntary Termination other than for Causein circumstances in which the provisions of Section 1.3 would be applicable, the Employee shall be entitled to receive the following benefits: provisions of Section 1.3 will instead apply): (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination a lump sum payment in cash (the "Severance Period"in accordance with Section 4.11) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year Monthly Base Salary in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, effect on the date of ------------- termination as Involuntary Termination multiplied by 24; (ii) a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of (a) Executive’s target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payments. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the shares issuable upon exercise benefit of such option Executive (and shall be exercisable in full in accordance with the provisions his covered dependents as of the Option Agreement and Plan pursuant date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to which such option was granted; and be provided under the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held closest comparable plan as offered by the Employee Company from time to time; and (iv) a pro-rata portion of all stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise have vested during the six month period following the date of Involuntary Termination if such termination had not occurred shall immediately lapse vest and become exercisable on such date; and the date of termination. (v) outplacement services with a total value not to exceed $15,000. The severance payments described remaining portion of all Outstanding Equity Awards, if any, which is unvested on the date of Involuntary Termination shall be forfeited and canceled in subsections its entirety upon the date of Involuntary Termination. (ivi) Each Outstanding Equity Award which is or becomes vested and exercisable on the date of Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) the expiration of the twelve month period which commences on the date of Involuntary Termination and (iib) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage expiration date of the Employee's base salary that is ----- prescribed by original term of the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planOutstanding Equity Award.

Involuntary Termination. If (i) Subject to 5(f) below, in the Employee's employment is event ----------------------- terminated as a result of an your Involuntary Termination other than for Cause(as defined in Section 5(g) below) during the Term, the Employee Company shall be pay you (A) the full amount of the accrued but unpaid Salary you have earned through the Date of Termination (as defined in Section 5(d) below), plus a cash payment (calculated on the basis of your rate of Salary then in effect) for all unused vacation time which you may have accrued as of the Date of Termination; (B) the amount of any earned but unpaid Annual Bonus for any Fiscal Year of the Company ended on or prior to the Date of Termination; and (C) any unpaid reimbursement for business expenses you are entitled to receive under Section 3(d) above. If such Involuntary Termination occurs on or after September 1, 1999, you will continue to be eligible to receive the following benefits: Sale Bonus in accordance with the terms of Section 4 hereof. (iii) monthly In the event of your Involuntary Termination during the Term prior to a Sale of the Company, the Company shall pay you a severance payments amount equal to your annual rate of Salary, based on the annual rate then in effect immediately prior to such Involuntary Termination, multiplied by a fraction the numerator of which shall be the number of months remaining in the Term and the denominator of which shall be twelve (the "Severance Amount"); provided, however, that in no event shall the Severance Amount be greater than twice your annual rate of Salary. The Severance Amount shall be payable in installments during the period from beginning on the date Date of Termination and ending on the last day of the Employee's termination until the date 12 months after the effective date of the termination Term (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard ordinary payroll practices. (iii) In the event of your Involuntary Termination during the Term and on or after a Sale of the Company, the Company shall pay you a severance amount equal to your Salary, as in effect on the Date of Termination, multiplied by two (the "Sale Severance Amount"). You shall receive the Sale Severance Amount in installments during the period beginning on the Date of Termination and ending on the second anniversary thereof (the "Sale Severance Period") in accordance with the Company's ordinary payroll practices. (iv) In the event of your Involuntary Termination during the Term, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the welfare benefit plans, including medical, dental, health, life and similar insurance plans applicable to you immediately prior to your Involuntary Termination on the same terms and conditions in effect for you and your dependents immediately prior to such Involuntary Termination. For purposes of this Agreement, the term "target ------ bonusBenefit Continuation Period" shall mean that percentage mean, in connection with your Involuntary Termination, the period beginning on the Date of Termination and ending on the earliest to occur of (A) the end of the Employee's base salary that is ----- prescribed by Severance Period or Sale Severance Period, as applicable, (B) the Company date you are eligible to be covered under its Management Bonus Program as the percentage benefit plans of such base salary payable to a subsequent employer and (C) the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) date of its operating planyour breach of any provision of Section 6 hereof.

Involuntary Termination. If Employee’s employment with the Employee's employment is ----------------------- terminated as a result of Company shall be subject to an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the Accrued Obligations and, subject to the provisions of Section 16.09, the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following benefits: amounts and take the following actions after the last day of Employee’s employment with the Company: (ia) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control, pay to Employee in equal monthly severance payments during installments an amount in cash equal to the period from Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s termination of employment with the Employee's termination until Company and subsequent installments to be paid on the date 12 months after the effective date first day of each of the termination (next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the "Severance Period") year following the year in which Employee’s employment was terminated, with each installment equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held Amount divided by the Employee shall become immediately exercisable and vested, and shall total number of such installments to be considered "Vested Shares" under each such stock option, paid; (b) if the Involuntary Termination occurs on the date of ------------- termination as to 100% a Change in Control or before the second anniversary of the shares issuable upon exercise Change in Control, pay to Employee on the date that is 60 days after the date of such option and shall be exercisable in full in accordance Employee’s termination of employment with the provisions Company a lump sum cash payment in an amount equal to the Severance Amount; (c) pay to Employee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; provided, however, that if this paragraph applies with respect to a Pro Rata Bonus for a calendar year beginning on or after January 1, 2010 and is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase Code, then this paragraph shall apply with respect to such shares Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; and (d) during the portion, if any, of the 18-month period following the date of Employee’s termination of employment with the Company that Employee elects to continue coverage for Employee and any shares previously issued upon exercise Employee’s eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of stock options held by 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall immediately lapse promptly reimburse Employee on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections monthly basis for the difference, if any, between (i) the amount Employee pays to effect and continue such coverage and (ii) above the amount charged to a similarly situated active employee of the Company for similar coverage. Notwithstanding the foregoing, if Employee is entitled to receive severance payments under Section 8.02(a) or (b), as applicable, and under Section 8.02(c), the aggregate amount payable pursuant to Sections 8.02(a) or (b), as applicable, and Section 8.02(c) (the “Aggregate Severance Amount”) shall be paid during reduced (but not below zero) by the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreementfair market value, the term "target ------ bonus" shall mean that percentage as of the Employee's base salary ’s Date of Termination of Employment, of the Restricted Stock held by Employee that is ----- prescribed has then vested, or that may vest at any time after the Employee’s Date of Termination of Employment (the “Carried Amount”). If the Carried Amount exceeds the Aggregate Severance Amount prior to the commencement of payment of any of the severance benefits described in Section 8.02(a) or (b), as applicable, and Section 8.02(c), then Executive shall not be entitled to receive any payments pursuant to 8.02(a) or (b), as applicable, or Section 8.02(c). If the Carried Amount does not exceed the Aggregate Severance Amount prior to the commencement of payment of any of the severance benefits described in Sections 8.02(a) or (b), as applicable, and Section 8.02(c), then the reduction shall be effected as follows: first, the payment provided for in Section 8.02(c) shall be reduced by the Company under its Management Bonus Program as Carried Amount if the percentage of such base salary payable Carried Amount or any portion thereof has been paid prior to the Company payment date provided for in Section 8.02(c), and if necessary, payments of the amounts provided for in Section 8.02(a) or (b), as applicable, shall be reduced pro rata by any additional Carried Amount. If at any time after the commencement of payment of the severance benefits described in Section 8.02(a) or (b), as applicable, and Section 8.02(c), the Carried Amount not yet applied as a bonus if reduction in the severance benefits exceeds the remaining severance benefits to be paid, the Company pays bonuses at one-hundred percent shall cease to make any further payments in respect of either severance benefit, but no amount previously paid to Executive pursuant to Section 8.02(a) or (100%b), as applicable, and Section 8.02(c) of its operating planshall be repaid to the Company.

Involuntary Termination. If In the event of Involuntary Termination, (1) the Bank shall pay to the Employee during the remaining term of this Agreement the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, ’s salary at the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- annual rate in effect immediately prior to the Change Date of Control; Termination, payable in such manner and at such times as such salary would have been payable to the Employee if he had continued to be employed under this Agreement, and (ii2) monthly severance payments the Bank shall continue to provide to the Employee during the Severance Period equal remaining term of this Agreement the same group health benefits and other group insurance and group retirement benefits as he would have received if he had continued to 1/12th be employed under this Agreement, to the extent that the Bank can do so under the terms of applicable plans as are maintained by the Bank for the benefit of its executive officers from time to time during the remaining term of this Agreement. No payment shall be made under this Section 7(a) unless the Employee termination of employment qualifies as a “Separation from Service” (as that phrase is defined in Section 409A taking into account all rules and presumptions provided for in the Section 409A regulations). If the Employee is a “Specified Employee's "target bonus" ” (as defined belowin Section 409A) for at the fiscal year time of his Separation from Service, then payments under this Section 7(a) which are not considered paid on account of an involuntary separation from service (as defined in which Treasury Regulation Section 1.409A-1(b)(9)(iii)), and as such constitute deferred compensation under Section 409A, shall not be paid until the termination occurs; 185th day following the Employee Separation from Service, or his earlier death (iii) continuation of health and life insurance benefits through the end “Delayed Distribution Date”). Any payments deferred on account of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and preceding sentence shall be considered "Vested Shares" under each such stock option, on accumulated without interest and paid with the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full first payment that is payable in accordance with the provisions of preceding sentence and Section 409A. To the Option Agreement and Plan pursuant to extent permitted by Section 409A, amounts payable under this Section 7(a) which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above are considered deferred compensation shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes treated as payable after amounts which are not considered deferred compensation (i.e., which are considered payable on account of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program an involuntary separation from service as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planherein defined herein).

Involuntary Termination. If the Employee's employment is with the ----------------------- terminated Company terminates, within three (3) years following the Effective Date, as a result of an Involuntary Termination other than for Cause(as defined below), and Employee signs and does not revoke a release of claims with the Company (which is reasonably acceptable to the Company), then, subject to Section 10, Employee shall be entitled to receive the following benefits: receive: (i) monthly continuing payments of severance payments during pay (less applicable withholding taxes) at a rate equal to the highest rate in effect at any time following the Effective Date, as then in effect, for a period of six (6) months from the date of such termination; (ii) the pro-rata target bonus that Employee was scheduled to earn under the Company's cash bonus plan (less applicable withholding); (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination until of employment; provided, however, that (A) the date 12 months after the effective date Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the termination Internal Revenue Code of 1986, as amended; (the "Severance PeriodCode") equal and (B) Employee elects continuation coverage pursuant to the monthly salary which Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage, with the Employee was receiving ----------------- immediately prior paying no more in premiums than a similarly situated active employee of Spyglass, until the earlier of (A) the date Employee is no longer eligible to the Change of Control; receive continuation coverage pursuant to COBRA, or (iiB) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" six (as defined below6) for the fiscal year in which months from the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; date; (iv) each stock option held by the Employee shall become immediately exercisable greater of (A) thirty-three and vested, and shall be considered "Vested Shares" under each such stock option, on one-third percent (33.33%) of the date of ------------- termination as then unvested shares subject to 100the Spyglass Options or (B) 12.5% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with originally subject to the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee Spyglass Options shall immediately lapse on such datevest and become exercisable; and and (v) outplacement services with twelve and a total value not to exceed $15,000. The severance payments described in subsections half percent (i12.5%) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable shares originally subject to the Company as a bonus if Option and the Subsequent Option (collectively, the "Company pays bonuses at one-hundred percent (100%Options") of its operating planshall immediately vest and become exercisable.

Involuntary Termination. If Executive’s employment with the Employee's employment is ----------------------- terminated Company (and any parent or subsidiary of the Company employing Executive) terminates as a result of an Involuntary Termination at any time (other than for Causeon or within twelve months (12) months after a Change of Control, as described in Section 8(b) below), and Executive signs and does not revoke a standard release of claims with the Employee Company in a form reasonably acceptable to the Company which becomes effective within sixty (60) days following the Termination Date, then Executive shall be entitled to receive the following severance benefits: : (i) monthly severance payments during the period from the date 150% of Executive’s annual base salary as in effect as of the Employee's termination until Termination Date, payable in equal installments over a period of twelve (12) months following the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period Termination Date in accordance with the Company's standard ’s normal payroll practices. For purposes policies, less applicable withholding, commencing on the sixtieth (60th) day following the Termination Date (with an initial catch-up payment for any installments that would have otherwise been payable in the first sixty (60) days following the Termination Date); (ii) a portion of this Agreementthe bonus otherwise earned based on performance for the annual bonus period during which the Termination Date occurs, which portion is equal to the amount of the earned bonus multiplied by a fraction, the term "target ------ bonus" shall mean that percentage numerator of which equals the number of days from the commencement of the Employee's base salary that is ----- prescribed applicable bonus period through the Termination Date, and the denominator of which equals 365, payable at such time as annual bonuses are paid to other senior executives of the Company; (iii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; and (iv) reimbursement by the Company of the group health continuation coverage premiums for the Executive and the Executive’s eligible dependents under its Management Bonus Program Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the percentage lesser of (x) twelve (12) months from the date of such base salary payable to termination, (y) the Company date upon which the Executive and the Executive’s eligible dependents become covered under similar plans or (z) the date the Executive no longer constitutes a “Qualified Beneficiary” (as a bonus if the Company pays bonuses at one-hundred percent (100%such term is defined in Section 4980B(g) of its operating planthe Code); provided, however, that the Executive will be solely responsible for electing such coverage within the required time period.

Involuntary Termination. If the Employee's employment is with the ----------------------- terminated Company terminates, within three (3) years following the Effective Date, as a result of an Involuntary Termination other than for Cause(as defined below), and Employee signs and does not revoke a release of claims with the Company (which is reasonably acceptable to the Company), then, subject to Section 10, Employee shall be entitled to receive the following benefits: receive: (i) monthly continuing payments of severance payments during pay (less applicable withholding taxes) at a rate equal to the highest rate in effect at any time following the Effective Date, as then in effect, for a period of six (6) months from the date of such termination; (ii) the pro-rata target bonus that Employee was scheduled to earn under the Company's cash bonus plan (less applicable withholding); (iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination until of employment; provided, however, that (A) the date 12 months after the effective date Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the termination Internal Revenue Code of 1986, as amended; (the "Severance PeriodCode") equal and (B) Employee elects continuation coverage pursuant to the monthly salary which Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage, with the Employee was receiving ----------------- immediately prior paying no more in premiums than a similarly situated active employee of Spyglass, until the earlier of (A) the date Employee is no longer eligible to the Change of Control; receive continuation coverage pursuant to COBRA, or (iiB) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" six (as defined below6) for the fiscal year in which months from the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; date; (iv) each stock option held by the Employee shall become immediately exercisable greater of (A) thirty-three and vested, and shall be considered "Vested Shares" under each such stock option, on one-third percent (33.33%) of the date of ------------- termination as then unvested shares subject to 100the Spyglass Options or (B) 12.5% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with originally subject to the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee Spyglass Options shall immediately lapse on such datevest and become exercisable; and and (v) outplacement services with twelve and a total value not to exceed $15,000. The severance payments described in subsections half percent (i12.5%) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable shares originally subject to the Company as Option and the Subsequent Option (collectively, the "Company Options") and twelve and a bonus if the Company pays bonuses at one-hundred half percent (10012.5%) of its operating planthe shares originally subject to the restricted stock awards from Spyglass to Employee (the "Restricted Stock Awards") shall immediately vest and become exercisable.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of an Involuntary Termination other than for CauseEmployee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall be entitled to receive the following benefitsreceive: (i) monthly severance payments during the period from the date a lump sum payment of the Employee's termination until the date 12 months after the effective date one (1) year of the termination (the "Severance Period") Base Salary plus an amount equal to the monthly salary average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Employee was receiving ----------------- immediately prior to the Change of ControlSeparation; (ii) monthly severance payments during the Severance Period equal to 1/12th any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee's "target bonus" ’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as defined below) for amended (the fiscal year in which “Code”)), subject to the termination occursterms of the applicable plan and award agreement; (iii) continuation of the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and life insurance benefits through dependents) lose health care coverage as an employee under the end of Company’s health plans until the Severance Period substantially identical to those to earlier of: (1) a date one (1) year after the date health care coverage is lost as an employee; or (2) a date on which the Employee was entitled immediately prior to is covered under the Change medical plan of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vestedanother employer, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value does not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at oneexclude pre-hundred percent (100%) of its operating planexisting conditions.

Involuntary Termination. If Notwithstanding the Employee's vesting schedule and any other vesting conditions applicable to any Company RSUs or Converted RSUs, in the event that the employment is ----------------------- terminated as of a result of an Involuntary Termination Continuing Employee (other than for Causeany Continuing Employee that is a participant under the Company’s Change in Control Severance Plan (as amended, the Employee shall be entitled to receive the following benefits: (i“CIC Plan”) monthly severance payments during the period from the date as of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; Effective Time) (iieach such Continuing Employee, a “Covered Continuing Employee”) monthly severance payments during is terminated by the Severance Period equal to 1/12th of the Employee's "target bonus" Company, Parent or their respective Subsidiaries without Cause (as defined belowin Section 2.5(c) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which Company Disclosure Letter) within the Employee was entitled period beginning immediately prior to following the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable Closing Date and vested, and shall be considered "Vested Shares" under each such stock option, ending on the date that is 12 months following the Closing Date (or, if earlier, December 31, 2022) (such termination, a “Qualifying Termination”), the vesting of ------------- termination each award of Converted RSUs resulting solely from a Company RSU that was outstanding and held by such Covered Continuing Employee as to of the date of this Agreement (and not any other Converted RSUs) will accelerate as to: (A) if such Covered Continuing Employee’s Qualifying Termination occurs during calendar year 2021, the sum of: (x) 100% of the shares issuable upon exercise total number of Converted RSUs that otherwise would have vested during calendar year 2021 under the applicable vesting schedule in effect on the Closing had such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Covered Continuing Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance remained employed with the Company's standard payroll practices, Parent or their respective Subsidiaries through the last applicable vesting date for such award in calendar year 2021 (and reduced by the total number of Converted RSUs that vested in calendar year 2021 prior to such Qualifying Termination plus (y) 50% of the total number of Converted RSUs that otherwise would have vested during calendar year 2022 under the applicable vesting schedule in effect on the Closing had such Covered Continuing Employee remained employed with the Company, Parent or their respective Subsidiaries through the last applicable vesting date for such award in calendar year 2022, or (B) if such Covered Continuing Employee’s Qualifying Termination occurs during calendar year 2022, 50% of the total number of Converted RSUs that otherwise would have vested during calendar year 2022 under the applicable vesting schedule in effect on the Closing had such Covered Continuing Employee remained employed with the Company, Parent or their respective Subsidiaries through the last applicable vesting date for such award in calendar year 2022 (and reduced by the total number of Converted RSUs that vested in calendar year 2022 prior to such Qualifying Termination). For purposes the avoidance of doubt, this AgreementSection 2.5(c) shall not amend, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed modify, change or in any way limit any vesting acceleration provided for in any plan or arrangement maintained by the Company under its Management Bonus Program as Company, Parent or any of their respective Subsidiaries or any agreement between the percentage Company, Parent or any of such base salary payable to their respective Subsidiaries, on the Company as a bonus if one hand, and any Continuing Employee, on the Company pays bonuses at one-hundred percent (100%) of its operating planother hand.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated terminates as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 18 months after the effective date of the termination (the "“Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change change of Controlcontrol, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "’s “target bonus" ” (as defined below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change termination, or to those being offered to officers of Controlthe Company, or a successor corporation, if the Company’s benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full and each share of restricted stock shall be fully vested on the termination date in accordance with the provisions of the Option Agreement option and/or restricted stock agreement, as applicable, and Plan plan pursuant to which such option was stock awards were granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "“target ------ bonus" ” shall mean a cash bonus equal to the Employee’s base salary in effect immediately prior to the change of control multiplied by that percentage of the Employee's such base salary that is ----- prescribed by the Company under its Management Bonus Program Officer Incentive Plan as the percentage of such base salary payable to the Company Employee as a cash bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Employee’s employment with the Employee's employment is ----------------------- terminated as a result of Company shall be subject to an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the Accrued Obligations and, subject to the provisions of Section 14.09, the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following benefits: amounts and take the following actions after the last day of Employee’s employment with the Company: (ia) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control (to the extent applicable), pay to Employee in equal monthly severance payments during installments an amount in cash equal to the period from Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s termination of employment with the Employee's termination until Company and subsequent installments to be paid on the date 12 months after the effective date first day of each of the termination (next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the "Severance Period") year following the year in which Employee’s employment was terminated, with each installment equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held Amount divided by the Employee shall become immediately exercisable and vested, and shall total number of such installments to be considered "Vested Shares" under each such stock option, paid; (b) if the Involuntary Termination occurs on the date of ------------- termination as to 100% a Change in Control or before the second anniversary of the shares issuable upon exercise Change in Control, pay to Employee on the date that is 60 days after the date of such option and shall be exercisable in full in accordance Employee’s termination of employment with the provisions Company a lump sum cash payment in an amount equal to the Severance Amount; (c) pay to Employee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; provided, however, that if this paragraph applies with respect to a Pro Rata Bonus for a calendar year beginning on or after January 1, 2010 and is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase Code, then this paragraph shall apply with respect to such shares Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; and (d) during the portion, if any, of the 18-month period following the date of Employee’s termination of employment with the Company that Employee elects to continue coverage for Employee and any shares previously issued upon exercise Employee’s eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of stock options held by 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall immediately lapse promptly reimburse Employee on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections monthly basis for the difference, if any, between (i) the amount Employee pays to effect and continue such coverage and (ii) above the amount charged to a similarly situated active employee of the Company for similar coverage. Notwithstanding the foregoing, if Employee is entitled to receive severance payments under Section 6.02 (a) or (b), as applicable, and under Section 6.02(c), the aggregate amount payable pursuant to Sections 6.02 (a) or (b), as applicable, and Section 6.02(c) (the “Aggregate Severance Amount”) shall be paid during reduced (but not below zero) by the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreementfair market value, the term "target ------ bonus" shall mean that percentage as of the Employee's base salary ’s Date of Termination of Employment, of the Restricted Stock held by Employee that is ----- prescribed has then vested, or that may vest at any time after the Employee’s Date of Termination of Employment (the “Carried Amount”). If the Carried Amount exceeds the Aggregate Severance Amount prior to the commencement of payment of any of the severance benefits described in Section 6.02(a) or (b), as applicable, and Section 6.02(c), then Executive shall not be entitled to receive any payments pursuant to 6.02(a) or (b), as applicable, or Section 6.02(c). If the Carried Amount does not exceed the Aggregate Severance Amount prior to the commencement of payment of any of the severance benefits described in Sections 6.02(a) or (b), as applicable, and Section 6.02(c), then the reduction shall be effected as follows: first, the payment provided for in Section 6.02(c) shall be reduced by the Company under its Management Bonus Program as Carried Amount if the percentage of such base salary payable Carried Amount or any portion thereof has been paid prior to the Company payment date provided for in Section 6.02(c), and if necessary, payments of the amounts provided for in Section 6.02(a) or (b), as applicable, shall be reduced pro rata by any additional Carried Amount. If at any time after the commencement of payment of the severance benefits described in Section 6.02(a) or (b), as applicable, and Section 6.02(c), the Carried Amount not yet applied as a bonus if reduction in the severance benefits exceeds the remaining severance benefits to be paid, the Company pays bonuses at one-hundred percent shall cease to make any further payments in respect of either severance benefit, but no amount previously paid to Executive pursuant to Section 6.02(a) or (100%b), as applicable, and Section 6.02(c) of its operating planshall be repaid to the Company.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated by the Company without Cause (as defined herein), including a termination by means of a Non-Extension Notice, or if Employee resigns from Employee’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of an Involuntary Termination other than for CauseEmployee’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section l.409A-l(h) (“Separation”) and Employee signs and does not revoke a general release of all claims in the form prescribed by the Company (a “Release”) and such Release becomes effective within thirty (30) days of Employee’s Separation (the “Deadline”), then, in addition to the Accrued Obligations, Employee shall be entitled to receive the following benefitsreceive: (i) monthly severance payments during the period from the date a lump sum payment of the Employee's termination until the date 12 months after the effective date two (2) years of the termination (the "Severance Period") Base Salary plus an amount equal to the monthly salary average of the two (2) prior years’ bonuses, which shall be paid in one lump sum within thirty (30) days after the Employee was receiving ----------------- immediately prior to the Change of ControlSeparation; (ii) monthly severance payments during the Severance Period equal to 1/12th any unvested portion of any outstanding options and/or any unvested shares of Company common stock that have been issued under any stock option and stock incentive plans of the Company or otherwise will immediately vest and become exercisable and will remain exercisable for a period of seven (7) years following the date of Employee's "target bonus" ’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as defined below) for amended (the fiscal year in which “Code”)), subject to the termination occursterms of the applicable plan and award agreement; (iii) continuation of the Company shall reimburse Employee for monthly premiums paid to continue Employee’s (and, if applicable, Employee’s eligible spouse or domestic partner and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) from the date that Employee (and, if applicable, Employee’s eligible spouse or domestic partner and life insurance benefits through dependents) lose health care coverage as an employee under the end of Company’s health plans until the Severance Period substantially identical to those to earlier of: (1) a date two (2) years after the date health care coverage is lost as an employee; or (2) a date on which the Employee was entitled immediately prior to is covered under the Change medical plan of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vestedanother employer, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value does not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at oneexclude pre-hundred percent (100%) of its operating planexisting conditions.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated terminates as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 months after the effective date of the termination (the "“Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change change of Controlcontrol, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "’s “target bonus" ” (as defined below) for the fiscal year in which the termination occurs (or the most recent fiscal year for which a cash target bonus was determined if a cash target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change termination, or to those being offered to officers of Controlthe Company, or a successor corporation, if the Company’s benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each unvested Option and share of restricted Company stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full and each share of restricted stock shall be fully vested on the termination date in accordance with the provisions of the Option Agreement option and/or restricted stock agreement, as applicable, and Plan plan pursuant to which such option was stock awards were granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "“target ------ bonus" ” shall mean a cash bonus equal to the Employee’s base salary in effect immediately prior to the change of control multiplied by that percentage of the Employee's such base salary that is ----- prescribed by the Company under its Management Bonus Program Officer Incentive Plan as the percentage of such base salary payable to the Company Employee as a cash bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If In the Employee's event Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination other than for CauseTermination, the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employee's termination until release has elapsed, the date 12 amount in cash equal to the sum of (x) one (1) times the Executive’s annual Base Salary and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the effective date period for revocation of the termination release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the "Severance Period"new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the monthly salary which contributions to the Employee was receiving ----------------- Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (12) months were the same as it had been immediately prior to the Change Date of ControlTermination; and (iiv) monthly severance payments during reimbursement, up to $4,870, for outplacement services reasonably selected by the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through Executive incurred by the end of the Severance Period substantially identical second calendar year after termination of employment such reimbursement to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held occur by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% end of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If In the Employee's event Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination other than for CauseTermination, the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employee's termination until release has elapsed, the date 12 amount in cash equal to the sum of the Executive’s annual Base Salary and the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the effective date period for revocation of the termination release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however , that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the "Severance Period"new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the monthly salary which contributions to the Employee was receiving ----------------- Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (12) months were the same as it had been immediately prior to the Change Date of ControlTermination; and (iiv) monthly severance payments during reimbursement, up to $15,000, for outplacement services reasonably selected by the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through Executive incurred by the end of the Severance Period substantially identical second calendar year after termination of employment such reimbursement to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held occur by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% end of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If Employee’s employment with the Employee's employment Company is ----------------------- terminated as a result of subject to an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the Accrued Obligations and, subject to the provisions of Section 16.09, the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following benefits: amounts and take the following actions after the last day of Employee’s employment with the Company: (ia) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control, pay to Employee in equal monthly severance payments during installments an amount in cash equal to the period from Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s termination of employment with the Employee's termination until Company and subsequent installments to be paid on the date 12 months after the effective date first day of each of the termination (next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the "Severance Period") year following the year in which Employee’s employment was terminated, with each installment equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held Amount divided by the Employee shall become immediately exercisable and vested, and shall total number of such installments to be considered "Vested Shares" under each such stock option, paid; (b) if the Involuntary Termination occurs on the date of ------------- termination as to 100% a Change in Control or before the second anniversary of the shares issuable upon exercise Change in Control, pay to Employee on the date that is 60 days after the date of such option and shall be exercisable in full in accordance Employee’s termination of employment with the provisions of Company a lump sum cash payment in an amount equal to the Option Agreement and Plan pursuant Severance Amount; (c) pay to which such option was grantedEmployee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; and the Company's right of repurchase provided, however, that this paragraph shall apply with respect to such shares and any shares previously issued upon exercise Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of stock options held by the Employee shall immediately lapse on such dateBoard as required under Section 162(m) of the Code; and and (vd) outplacement services with a total value not an additional lump sum cash payment in the amount of $25,000 to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during on the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program same day as the percentage of such base salary payable first installment is paid pursuant to Section 8.02(a) (or, if applicable, on the Company same day as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planlump sum cash payment is paid pursuant to Section 8.02(b)).

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of an Involuntary Termination (A) by the Company other than for CauseCause or (B) voluntarily by the Employee for Good Reason, the then Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 twenty-four (24) months after the effective date of the termination (the "“Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "’s “target bonus" ” (as defined belowherein) for the fiscal year in which the termination occursoccurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above ; (iii) continuation of health and life insurance benefits through the end pro-rated amount of the Severance Period substantially identical to those to Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was entitled immediately prior to employed by the Change of ControlCompany (or a successor corporation) with such payment being made on the termination date; (iv) each stock option held by reimbursement for premiums paid for continued health benefits for Employee (and any eligible dependents) under the Company’s health plans until the earlier of (a) twenty-four (24) months, payable when such premiums are due (provided Employee shall become immediately exercisable and vestedvalidly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and shall be considered "Vested Shares" under each such stock option, on or (b) the date of ------------- termination as to 100% of the shares issuable upon exercise of such option which Employee and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such dateEmployee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($15,00020,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's ’s standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Without Cause at the Employee's employment is ----------------------- terminated as a result Company’s option at any time, with or without notice and for any reason whatsoever, other than death, Disability or for Cause, in the sole discretion of the Company (“Involuntary Termination”). Upon an Involuntary Termination, Executive shall receive all of the following severance benefits (provided, however, that, in the event of an Involuntary Termination other than for Causein circumstances in which the provisions of Section 1.3 would be applicable, the Employee shall be entitled to receive the following benefits: provisions of Section 1.3 will instead apply): (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination a lump sum payment in cash (the "Severance Period"in accordance with Section 4.11) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year Monthly Base Salary in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, effect on the date of ------------- termination as Involuntary Termination multiplied by 12; (ii) a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of (a) Executive’s target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payments. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the shares issuable upon exercise benefit of such option Executive (and shall be exercisable in full in accordance with the provisions his covered dependents as of the Option Agreement and Plan pursuant date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to which such option was granted; and be provided under the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held closest comparable plan as offered by the Employee Company from time to time; and (iv) fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise have vested during the twelve month period following the date of Involuntary Termination if such termination had not occurred shall immediately lapse vest and become exercisable on such date; and the date of termination. (v) outplacement services with a total value not to exceed $15,000. The severance payments described remaining portion of all Outstanding Equity Awards, if any, which is unvested on the date of Involuntary Termination shall be forfeited and canceled in subsections its entirety upon the date of Involuntary Termination. (ivi) Each Outstanding Equity Award which is or becomes vested and exercisable on the date of Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) the expiration of the twelve month period which commences on the date of Involuntary Termination and (iib) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage expiration date of the Employee's base salary that is ----- prescribed by original term of the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planOutstanding Equity Award.

Involuntary Termination. If Whether prior to, in connection with or following a Change of Control, if Executive’s employment with the Employee's employment Company (A) is ----------------------- terminated as a result of an Involuntary Termination by the Company other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly for “Cause” (as defined herein), (ii) by death or (iii) due to Disability, or (B) is terminated by the Executive pursuant to a Constructive Termination, and, in either case, Executive signs and does not revoke a standard separation agreement and release of claims in a form acceptable to the Company, then Executive will be entitled to: (i) receive continuing payments of severance payments during the pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of twelve (12) months from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal such termination, to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period periodically in accordance with the Company's standard ’s normal payroll practicespolicies if Executive’s termination is in connection with or following a Change of Control; or, receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies, if Executive’s termination is prior to and not in connection with a Change of Control; (ii) a lump sum payment equal to 20% of the Base Salary within ten (10) days of the termination date if Executive’s termination is in connection with or following a Change of Control; or a lump sum payment equal to one-half of the average annual bonus Executive received for the previous two years of employment with the Company (or, if Executive has not yet received two years of bonuses, one half of the first year bonus if the relevant termination is after the time Executive has received his first year bonus and prior to the time Executive would receive his second year bonus or 5% of his Base Salary if the relevant termination is prior to the time Executive would receive his first year bonus) within ten (10) days of the termination date if Executive’s termination is prior to and not in connection with a Change of Control; (iii) acceleration of any unvested portion of the Option (and any options to purchase Company common stock granted to Executive other than the Option) as to the number of shares that would have otherwise vested during the twelve (12)-month period following such termination had Executive remained employed with the Company through such period; and (iv) continued participation in all Employee Benefit Plans maintained by the Company as if the Executive were still an employee of the Company to the extent allowable under the terms of such plans, or alternatively the Company may reimburse Executive’s premiums under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), after Executive has properly elected continuation coverage under COBRA through the date twelve (12) months following the date of such termination. For Where applicable, the Executive’s salary for purposes of such plans shall be deemed to be equal to the Executive’s Base Salary, and to the extent that the Company finds it impossible to cover the Executive under its Employee Benefit Plans or to provide Company-paid COBRA continuation during the period set out above, the Company shall provide the Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. In the event the Executive becomes eligible for comparable coverage to that set out in the Employee Benefit Plans during the period set out above, the coverage provided under this Section 7(a)(iv) shall terminate immediately. Notwithstanding anything to the contrary in this Agreement, if the term "target ------ bonus" shall mean that percentage Company’s stock is publicly-traded on an established securities market on the date of Executive’s termination, any cash severance payments otherwise due to Executive pursuant to this Section 7(a) on or within the Employee's base salary that is ----- prescribed by six-month period following Executive’s termination will accrue during such six-month period and will become payable in a lump sum payment on the Company under its Management Bonus Program as date six (6) months and one (1) day following the percentage date of such base salary payable to the Company as a bonus Executive’s termination if the Company pays bonuses at one-hundred percent (100%) reasonably determines that the imposition of its operating planadditional tax under Section 409A of the Code will apply to an earlier payment of such cash severance payments. All subsequent payments will be payable as provided in this section.

Involuntary Termination. If Employee’s employment with the Employee's employment is ----------------------- terminated as a result of Company shall be subject to an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the Accrued Obligations and, subject to the provisions of Section 14.09, the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following benefits: amounts and take the following actions after the last day of Employee’s employment with the Company: (ia) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control (to the extent applicable), pay to Employee in equal monthly severance payments during installments an amount in cash equal to the period from Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s termination of employment with the Employee's termination until Company and subsequent installments to be paid on the date 12 months after the effective date first day of each of the termination (next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the "Severance Period") year following the year in which Employee’s employment was terminated, with each installment equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held Amount divided by the Employee shall become immediately exercisable and vested, and shall total number of such installments to be considered "Vested Shares" under each such stock option, paid; (b) if the Involuntary Termination occurs on the date of ------------- termination as to 100% a Change in Control or before the second anniversary of the shares issuable upon exercise Change in Control, pay to Employee on the date that is 60 days after the date of such option and shall be exercisable in full in accordance Employee’s termination of employment with the provisions Company a lump sum cash payment in an amount equal to the Severance Amount; (c) pay to Employee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; provided, however, that if this paragraph applies with respect to a Pro Rata Bonus for a calendar year beginning on or after January 1, 2010 and is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase Code, then this paragraph shall apply with respect to such shares Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; and (d) during the portion, if any, of the 18-month period following the date of Employee’s termination of employment with the Company that Employee elects to continue coverage for Employee and any shares previously issued upon exercise Employee’s eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of stock options held by 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall immediately lapse promptly reimburse Employee on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections monthly basis for the difference, if any, between (i) the amount Employee pays to effect and continue such coverage and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage amount charged to a similarly situated active employee of the Employee's base salary that Company for similar coverage. Notwithstanding the foregoing, if Employee is ----- prescribed by the Company entitled to receive severance payments under its Management Bonus Program Section 6.02 (a) or (b), as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.applicable, and under

Involuntary Termination. If In the Employee's event Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination other than for CauseTermination, the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employee's termination until release has elapsed, the date 12 amount in cash equal to the sum of the Executive’s annual Base Salary and the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the effective date period for revocation of the termination release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the "Severance Period"new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the monthly salary which contributions to the Employee was receiving ----------------- Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (12) months were the same as it had been immediately prior to the Change Date of ControlTermination; and (iiv) monthly severance payments during reimbursement, up to $15,000, for outplacement services reasonably selected by the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through Executive incurred by the end of the Severance Period substantially identical second calendar year after termination of employment such reimbursement to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held occur by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% end of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occursoccurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above; (iii) the pro-rated amount of the Employee's "target bonus" for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (ivv) full and immediate vesting of each unvested stock option granted for the Company's securities held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (vvi) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If In the Employee's event Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination other than for CauseTermination, the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employee's termination until release has elapsed, the date 12 amount in cash equal to the sum of (x) two (2) times the Executive’s annual Base Salary and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the effective date period for revocation of the termination release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the "Severance Period"new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the monthly salary which contributions to the Employee was receiving ----------------- Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (12) months were the same as it had been immediately prior to the Change Date of ControlTermination; and (iiv) monthly severance payments during reimbursement, up to $15,000, for outplacement services reasonably selected by the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through Executive incurred by the end of the Severance Period substantially identical second calendar year after termination of employment such reimbursement to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held occur by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% end of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during If the period Company terminates the Executive’s employment for any reason other than Disability or Cause or Executive resigns from Executive’s employment hereunder for Good Reason (collectively hereinafter referred to as an “Involuntary Termination”) other than in a circumstance giving rise to benefits under Section 4(c) below, the Company shall pay to the Executive Executive’s annual Salary through and including the date on which his or her employment terminates (“Termination Date”) within 30 days following the Termination Date, and will pay within 30 days following the Termination Date any un-reimbursed expenses which have properly been submitted for reimbursement under standard Company procedures within 10 days after the Termination Date. In addition, and subject to the requirement that the Executive shall have first delivered to the Company an effective general release of all claims against the Company in substantially the form attached hereto as Exhibit A (a “Release”), the Company shall pay to the Executive as severance within forty-five (45) days after the Termination Date a lump-sum payment in an amount equal to the sum of (i) Executive’s annual Salary at the rate in effect immediately prior to such Involuntary Termination, plus (ii) fifty percent (50%) of the Employee's termination until Executive’s Bonus based on the date 12 target amount for which the Executive is eligible as described in Section 3(b) above, plus (iii) an amount equal to the Executive’s Accrued Bonus, where “Accrued Bonus” means the lesser of (A) the target amount for which the Executive is eligible as described in Section 3(b) above, or (B) the bonus Executive would receive if the Company achieved its most recent internal forecast for the full year for any portion(s) of the bonus based on the Company’s performance and the target amount for any portion(s) of the bonus based on the Executive’s individual performance, in the case of both (A) and (B) pro rated using the number of whole months in the applicable calendar year that the Executive was employed by the Company (through the Termination Date). Notwithstanding anything to the contrary set forth in this Agreement in general and in this Section 4(b) in particular, all cash payments to be made under this Section 4(b) shall be made on or prior to the later to occur of (i) two-and-one-half months after the effective date end of the termination (the "Severance Period") equal to the monthly salary Company’s fiscal year during which the Employee was receiving ----------------- immediately prior to the Change of Control; Involuntary Termination occurs, or (ii) monthly severance payments during two-and-one-half months after the Severance Period equal to 1/12th end of the Employee's "target bonus" (as defined below) for the fiscal Executive’s taxable year in which the termination Involuntary Termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Notwithstanding the Employee's vesting schedule and any other vesting conditions applicable to any Company RSUs or Converted RSUs, in the event that the employment is ----------------------- terminated as of a result of an Involuntary Termination Continuing Employee (other than for Causeany Continuing Employee that is a participant under the Company’s Change in Control Severance Plan (as amended, the Employee shall be entitled to receive the following benefits: (i“CIC Plan”) monthly severance payments during the period from the date as of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; Effective Time) (iieach such Continuing Employee, a “Covered Continuing Employee”) monthly severance payments during is terminated by the Severance Period equal to 1/12th of the Employee's "target bonus" Company, Parent or their respective Subsidiaries without Cause (as defined belowin Section 2.4(c) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which Company Disclosure Letter) within the Employee was entitled period beginning immediately prior to following the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable Closing Date and vested, and shall be considered "Vested Shares" under each such stock option, ending on the date that is 12 months following the Closing Date (or, if earlier, December 31, 2022) (such termination, a “Qualifying Termination”), the vesting of ------------- termination each award of Converted RSUs resulting solely from a Company RSU that was outstanding and held by such Covered Continuing Employee as to of the Original Agreement Date (and not any other Converted RSUs) will accelerate as to: (A) if such Covered Continuing Employee’s Qualifying Termination occurs during calendar year 2021, the sum of: (x) 100% of the shares issuable upon exercise total number of Converted RSUs that otherwise would have vested during calendar year 2021 under the applicable vesting schedule in effect on the Closing had such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Covered Continuing Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance remained employed with the Company's standard payroll practices, Parent or their respective Subsidiaries through the last applicable vesting date for such award in calendar year 2021 (and reduced by the total number of Converted RSUs that vested in calendar year 2021 prior to such Qualifying Termination plus (y) 50% of the total number of Converted RSUs that otherwise would have vested during calendar year 2022 under the applicable vesting schedule in effect on the Closing had such Covered Continuing Employee remained employed with the Company, Parent or their respective Subsidiaries through the last applicable vesting date for such award in calendar year 2022, or (B) if such Covered Continuing Employee’s Qualifying Termination occurs during calendar year 2022, 50% of the total number of Converted RSUs that otherwise would have vested during calendar year 2022 under the applicable vesting schedule in effect on the Closing had such Covered Continuing Employee remained employed with the Company, Parent or their respective Subsidiaries through the last applicable vesting date for such award in calendar year 2022 (and reduced by the total number of Converted RSUs that vested in calendar year 2022 prior to such Qualifying Termination). For purposes the avoidance of doubt, this AgreementSection 2.4(c) shall not amend, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed modify, change or in any way limit any vesting acceleration provided for in any plan or arrangement maintained by the Company under its Management Bonus Program as Company, Parent or any of their respective Subsidiaries or any agreement between the percentage Company, Parent or any of such base salary payable to their respective Subsidiaries, on the Company as a bonus if one hand, and any Continuing Employee, on the Company pays bonuses at one-hundred percent (100%) of its operating planother hand.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Upon your Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: and provided you (i) monthly severance payments during enter into, do not revoke, and comply with a fully effective Release Agreement materially in the period from the date of the Employee's termination until the date 12 months after the effective date of the termination form attached as Exhibit A hereto (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i“Release”) and (ii) above comply with the Three-Month Restrictive Covenant, WTAM will pay, in the manner set forth below, as severance to you (or in the case of your subsequent death, the legal representative of your estate or such other person or persons as you shall have designated by written notice to WTAM), an amount equal to sum of: (a) the annual Base Salary set forth in Paragraph 1 (the “Annual Base Salary”); (b) the “Termination Year Cash Incentive Compensation”, which shall be the lesser of (i) the product of: (A) the WTI Compensation Committee’s aggregate percentage funding of the Company’s budgeted incentive compensation pool for the Termination Year, multiplied by (B) 50% of your Target Incentive Compensation for the Termination Year, or (ii) the maximum incentive amount to which you are entitled to under the WisdomTree 2014 Incentive Compensation Plan established pursuant to Code Section 162(m) or similar Section 162(m) program established by the Compensation Committee for the Termination Year (i.e., the “umbrella plan”) based on achievement of the relevant pre-established goal(s) for the Termination Year (for the avoidance of doubt, the exercise of any negative discretion permitted thereunder shall be disregarded for this purpose). If you were not employed by the Company for the entirety of the Termination Year, the foregoing amount shall be multiplied by the fraction obtained by dividing the number of days you were employed by the Company during the Termination Year by 365; and (c) an amount that equals 50% of your Target Incentive Compensation for the Termination Year (the “Average Cash Incentive Compensation”). In addition, if you elect COBRA insurance coverage, WTAM directly will pay to you on a monthly basis 100% of the amount of such premiums (the “COBRA Premiums”) for such insurance for twelve months following the Date of Termination, provided that WTAM’s payment obligation shall cease upon the expiration of your rights under COBRA or if you became reemployed and eligible for group health benefits. The Termination Year Cash Incentive Compensation shall be paid during when WTAM pays to non-terminated senior executives their year-end incentive compensation for the Severance Period Termination Year, but in no event later than March 15 of the calendar year following your Date of Termination. The Annual Base Salary and Average Cash Incentive Compensation shall be paid out in substantially equal bi-monthly or semi-weekly installments in accordance with WTAM’s payroll practice over twelve months commencing within 60 days after the Company's standard payroll practicesDate of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, those amounts shall begin to be paid in the second calendar year. For purposes of this AgreementNotwithstanding the foregoing, the term "target ------ bonus" shall mean that percentage if you breach any of the Employee's base salary that is ----- prescribed provisions contained in Paragraph 4, all payments under this Paragraph 7 shall immediately cease, but you shall be entitled to retain any payments made to you prior to any breach by you of the provisions of Paragraph 4. If you initiate or otherwise participate in any arbitration proceeding against the Company under its Management Bonus Program as to enforce the percentage of rights and entitlements granted to you pursuant to this Paragraph 7 and you substantially prevail in such base salary payable a proceeding, you shall be entitled to recover from the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) all of its operating planyour costs of enforcement, including reasonable attorney’s fees and expenses.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for CauseCause (as defined in Section 6 below) and other than by reason of Employee's Voluntary Termination, the Employee shall will be entitled to receive the following benefits: a severance payment equal to twelve (i12) monthly severance payments during the period from the date months of the Base Salary plus the amount of Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) bonus for the fiscal year in which the termination occurs; occurs to the extent that the bonus has been earned as of such date, as determined by the Board of Directors or its Compensation Committee based upon the specific corporate and individual performance targets established for such fiscal year. Such payment shall be reduced by applicable income and employment taxes and shall be made in two equal installments as follows: (iiii) continuation one-half within seven (7) days of health the effective date of the termination, and life (ii) one-half on the six-month anniversary thereof. Health insurance benefits through with the end of same coverage provided to Employee prior to the Severance Period substantially identical termination and in all other respects significantly comparable to those to which the Employee was entitled in place immediately prior to the Change termination will be provided at the Company's cost for a period of Control; twelve (iv12) each months through reimbursement of premiums paid by Employee for such coverage (which coverage shall be provided pursuant to the terms of the Consolidated Omnibus Reconciliation Act of 1985, as amended, ("COBRA") once available to employees of the Company). In addition, the stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on that is unexercisable as of the date of ------------- such termination as to 100% of shall become exercisable on the shares issuable upon exercise effective date of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase termination with respect to fifty percent (50%) of the Shares (as defined in Section 4(c) above) subject to such shares unexercisable option. As a condition of, and any shares previously issued upon exercise in exchange for, the receipt of stock options held by the such severance benefits, Employee shall immediately lapse on such date; execute and deliver to the Company (v) outplacement services with a total value not to exceed $15,000. The severance payments described and remain in subsections full compliance with): (i) a Settlement Agreement and Release of Claims in a form satisfactory to the Company; and (ii) above shall be paid during the Severance Period in accordance a resignation from all of Employee's positions with the Company's standard payroll practices. For purposes , including from the Board of this AgreementDirectors and any committee thereof on which Employee serves, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable in a form satisfactory to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planCompany.

Involuntary Termination. If In the Employeeevent Executive's employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination other than for CauseTermination, the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive's Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employeerelease has elapsed, the amount in cash equal to the sum of the Executive's termination until annual Base Salary and the date 12 Executive's Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the effective date period for revocation of the termination release has elapsed continuation of the Benefits, as if the Executive's employment had not been terminated; provided, however , that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the "Severance Period"new employer's plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the monthly salary which contributions to the Employee was receiving ----------------- Company's retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive's employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive's compensation during such twelve (12) months were the same as it had been immediately prior to the Change Date of ControlTermination; and (iiv) monthly severance payments during reimbursement, up to $15,000, for outplacement services reasonably selected by the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through Executive incurred by the end of the Severance Period substantially identical second calendar year after termination of employment such reimbursement to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held occur by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% end of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If the Employee's employment ----------------------- is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to at the Change time of Controlsuch termination, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs (or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change termination, or to those being offered to officers of Controlthe Company, or a successor corporation, if the Company's benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each stock option unvested Option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is ----- prescribed by the Company under its Management Executive Bonus Program as the percentage of such base salary payable to the Company Employee as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If the EmployeeExecutive's employment is ----------------------- terminated with the Company (and any parent or subsidiary of the Company employing Executive) terminates as a result of an Involuntary Termination at any time (other than for Causeon or within twelve months (12) months after a Change of Control, as described in Section 8(b) below), and Executive signs and does not revoke a standard release of claims with the Employee Company in a form reasonably acceptable to the Company which becomes effective within sixty (60) days following the Termination Date, then Executive shall be entitled to receive the following severance benefits: : (i) monthly severance payments during the period from the date 75% of Executive's annual base salary as in effect as of the Employee's termination until Termination Date, payable in equal installments over a period of twelve (12) months following the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period Termination Date in accordance with the Company's standard normal payroll practices. For purposes policies, less applicable withholding, commencing on the sixtieth (60th) day following the Termination Date (with an initial catch-up payment for any installments that would have otherwise been payable in the first sixty (60) days following the Termination Date); (ii) a portion of this Agreementthe bonus otherwise earned based on performance for the annual bonus period during which the Termination Date occurs, which portion is equal to the amount of the earned bonus multiplied by a fraction, the term "target ------ bonus" shall mean that percentage numerator of which equals the number of days from the commencement of the Employee's base salary that is ----- prescribed applicable bonus period through the Termination Date, and the denominator of which equals 365, payable at such time as annual bonuses are paid to other senior executives of the Company; (iii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; and (iv) reimbursement by the Company of the group health continuation coverage premiums for the Executive and the Executive's eligible dependents under its Management Bonus Program Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the percentage lesser of (x) twelve (12) months from the date of such base salary payable to termination, (y) the Company date upon which the Executive and the Executive's eligible dependents become covered under similar plans or (z) the date the Executive no longer constitutes a “Qualified Beneficiary” (as a bonus if the Company pays bonuses at one-hundred percent (100%such term is defined in Section 4980B(g) of its operating planthe Code); provided, however, that the Executive will be solely responsible for electing such coverage within the required time period.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to at the Change time of Controlsuch termination, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th a pro-rated amount of the Employee's "target bonus" for the fiscal year in which the termination occurs (as defined below) or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs), with such payment being made on the termination date; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change termination, or to those being offered to officers of Controlthe Company, or a successor corporation, if the Company's benefit programs are changed during the Severance Period, unless Employee becomes eligible for comparable coverage through another employer, at which time the benefits coverage provided herein shall terminate; and (iv) full and immediate vesting of each unvested stock option granted for the Company's securities and each share of restricted stock held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; granted and the Company's right each share of repurchase with respect to such shares and any shares previously issued upon exercise of restricted stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practicesfreely transferable by Employee. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is ----- prescribed by the Company under its Management Executive Bonus Program as the percentage of such base salary payable to the Company Employee as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If the Employee's ’s employment with the Company is ----------------------- terminated as a result of an Involuntary Termination other than for CauseTermination, then the Employee shall be entitled to receive the following severance benefits: : (i) monthly The Employee shall be entitled to receive severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") pay in an amount equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-one hundred percent (100%) of its operating planher annual base salary as in effect at the time of such termination. Any severance to which the Employee is entitled pursuant to this section shall be paid in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s termination. (ii) The Executive shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the average annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, as amended (the “Plan”), notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Executive for any COBRA premiums paid by the Executive for continued group health insurance coverage. Such health insurance coverage or reimbursement of COBRA premiums shall continue until the earlier of (i) twelve (12) months after the date of the Executive’s Involuntary Termination or (ii) the date on which the Executive commences New Employment.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause(as defined in Section 3(b) below), then the Employee shall be entitled to receive the following benefitsfollowing: (A) Severance payments equal to the sum of: (i1) monthly severance payments during an amount equal to 100% of the Employee's annual base salary determined on the basis of the Employee's base salary rate in effect immediately prior to the Employee's Involuntary Termination and (2) whichever of the following is applicable as of the date of the Employee's Involuntary Termination: (I) provided that the Employee has completed at least two full fiscal years of employment with the Company, an amount equal to 100% of the average of the annual incentive bonuses actually earned by the Employee for the two fiscal years of the Company preceding the fiscal year of such Involuntary Termination; or (II) provided that the Employee has completed at least one full fiscal year of employment with the Company but less than two full fiscal years of such employment, an amount equal to 100% of the annual incentive bonus actually earned by the Employee for the fiscal year of the Company preceding the fiscal year of such Involuntary Termination; or (III) provided that the Employee has completed less than one full fiscal year of employment with the Company, an amount equal to 100% of the target annual incentive bonus, if any, for such Employee. (B) In addition to the foregoing, Employee shall be entitled to receive accrued vacation to the date of the Involuntary Termination. (C) In addition to the foregoing, for a period of up to twelve (12) months after any termination under this Subsection 2(a)(i), the Company shall reimburse the Employee for any COBRA premiums paid by the Employee for continued group health insurance coverage (the "Employment Benefits"). If the Employee's medical coverage immediately prior to the date of termination of employment included the Employee's dependents, the Company paid COBRA premiums shall include premiums for such dependents. Such Employment Benefits shall terminate upon the earlier of (1) twelve (12) months from the date of the Employee's termination until or (2) upon commencement of new employment by the date 12 months after Employee. The Employee's right to receive the effective date severance benefits described in this Subsection 2(a)(i) shall be conditioned upon the Employee's execution and delivery of the termination (the "Severance Period") equal a general release of claims in a form satisfactory to the monthly salary Company. Any severance payment to which the Employee was receiving ----------------- immediately prior is entitled pursuant to the Change of Control; this Subsection 2(a)(i) shall be paid in a lump sum within thirty (ii30) monthly severance payments during the Severance Period equal to 1/12th days of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planInvoluntary Termination.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of Employee experiences an Involuntary Termination other than for CauseTermination, such termination of employment shall be subject to the Bank's obligations under this Section 7. In the event of the Involuntary Termination, if the Employee shall be entitled has offered to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal continue to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (provide services as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held contemplated by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option this Agreement and Plan pursuant such offer has been declined, then, subject to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (vSection 7(b) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the Bank shall, as liquidated damages (i) during the remaining term "target ------ bonus" shall mean that percentage of this Agreement, pay to the Employee monthly one-twelfth of the Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus of the Employee's base salary that is ----- prescribed , based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination; (ii) provide the benefits set forth in Section 7(f) of this Agreement on the terms set forth therein PROVIDED THAT during the remaining term of this Agreement, the Bank shall pay the same portion of the cost of benefits under Section 7(f) as it would have paid if no termination of employment had occurred; and (iii) if the Employee is the record or beneficial owner of any options for stock of the Holding Company under its Management Bonus Program as of the percentage Date of Termination, then notwithstanding the provisions of any other agreements or documents relating to such options, such options shall be deemed to be fully vested on the Date of Termination and shall be exercisable for a period of not less one year from the Date of Termination and the Bank shall guarantee that the Employee shall receive the benefits of such base salary payable to the Company as a bonus vesting; and (iv) if the Company pays bonuses at one-hundred percent Employee is not fully vested under any other benefit plan or arrangement in which he is a participant as of the Date of Termination (100%except for any "employee pension plan" as defined in Section 3(2) of its operating the Employee Retirement Income Security Act of 1974, as amended, including any "multiemployer plan" as defined in Section 3(37) of such Act), deem the Employee to be fully vested therein and the Bank shall guarantee that he shall receive benefits thereunder accordingly.

Involuntary Termination. In exchange for Employee providing services to the Company, the Company agrees as follows: If Employee’s employment with the Employee's employment Company is ----------------------- terminated as a result of subject to an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the Accrued Obligations and the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following benefits: amounts and take the following actions after the last day of Employee’s employment with the Company: (ia) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control, the Company shall pay to Employee in equal monthly severance payments during installments an amount in cash equal to the period from Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s Involuntary Termination and subsequent installments to be paid on the Employee's termination until the date 12 months after the effective date first day of each of the termination (next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the "Severance Period") year following the year in which Employee’s employment was terminated, with each installment equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held Amount divided by the Employee shall become immediately exercisable and vested, and shall total number of such installments to be considered "Vested Shares" under each such stock option, paid; (b) if the Involuntary Termination occurs on the date of ------------- termination as to 100% a Change in Control or before the second anniversary of the shares issuable upon exercise Change in Control, the Company shall pay to Employee on the date that is 60 days after the date of such option and Employee’s Involuntary Termination a lump sum cash payment in an amount equal to the Severance Amount; (c) pay to Employee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; provided, however, that this paragraph shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase apply with respect to such shares and Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; and (d) an additional lump sum cash payment in the amount of $10,000 (subject to any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not applicable taxes), to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during on the Severance Period in accordance with same day that the Company's standard payroll practices. For purposes of this Agreementfirst installment is paid pursuant to Section 3.02(a) or, if applicable, on the term "target ------ bonus" shall mean same day that percentage of the Employee's base salary that lump sum cash payment is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable paid pursuant to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.Section 3.02(b).(1)

Involuntary Termination. If Subject to Section 3.3 below, in the Employeeevent either (i) Executive's employment with the Company or its successor is ----------------------- terminated as by Executive for Good Reason within three years following a result of an Involuntary Termination other than for Change in Control or Potential Change in Control, or (ii) the Executive's employment with the Company or its successor is terminated by the Company without Cause, the Employee Executive shall be entitled to receive the following payments and other benefits: : a. An amount equal to the sum of (i) monthly severance payments during the period from the Executive's accrued and unpaid salary, vacation and personal days as of his date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; employment, plus (ii) monthly severance payments during his accrued and unpaid bonus, if any, for the Severance Period equal to 1/12th of the EmployeeCompany's "target bonus" prior fiscal year, plus (as defined belowiii) a pro- rated annual bonus for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to Executive's termination, which the Employee was entitled immediately prior shall be equal to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" Executive's bonus under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right annual bonus plan for the preceding fiscal year, and multiplied by a fraction, the numerator of repurchase with respect which is the number of days elapsed in such fiscal year to such shares the day his employment terminated, and any shares previously issued upon exercise the denominator of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000which is 365. The severance payments amount described in subsections (i) and (ii) above shall be paid during on the Severance Period date of the Executive's termination of employment, and the amount or amounts described in accordance with (ii) and (iii) above shall be paid on the earlier of the date of the Executive's termination of employment or the respective date that bonuses are otherwise paid under the Company's standard payroll practicesannual bonus plan. b. Subject to Section 3.2 below, an amount equal to two times Executive's Annual Pay ("Termination Pay"). For purposes Termination Pay shall be paid on the earlier of this Agreement(i) within ten (10) days after the Company's delivery of written notice to the Executive of his termination of employment without Cause, (ii) within thirty (30) days after the term "target ------ bonus" shall mean that percentage Executive's delivery of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable written notice to the Company as of his resignation for Good Reason (unless cured), or (iii) at the closing for a bonus if Change in Control (the "Payment Date"). c. All unexercisable options to purchase shares of stock of the Company pays bonuses that are held by the Executive shall immediately become exercisable. d. All restricted stock of the Company and any other equity-based rights held by the Executive shall become fully vested and all restrictions thereon shall lapse. EXHIBIT 10.18 e. A lump sum payment on the Payment Date equal to the Executive's unvested accrued benefit under any tax-qualified retirement plan sponsored by the Company. f. Executive and his eligible dependents shall be entitled for a period of three (3) years following his date of termination of employment to continued coverage, at one-hundred percent the cost of the Company, under the Company's group health, dental and life insurance plans as in effect from time to time (100%but not any other welfare benefit plans or any retirement plans); provided that coverage under any particular benefit plan shall expire with respect to the period after Executive becomes covered under another employer's plan providing for a similar type of benefit. In the event the Company is unable to provide such coverage on account of any limitations under the terms of any applicable contract with an insurance carrier or third party administrator, the Company shall pay Executive an amount equal to the cost of such coverage. Except as provided in Section 3.2 below, the foregoing payments and benefits shall be in addition to and not in lieu of any payments or benefits to which Executive and his dependents may otherwise be entitled to under the Company's compensation and employee benefit plans, policies or practices. Nothing herein shall be deemed to restrict the right of the Company from amending or terminating any such plan in a manner generally applicable to similarly situated active employees of the Company and its affiliates, in which event Executive shall be entitled to participate on the same basis (but at the cost of the Company) as similarly situated active executives of the Company and its operating planaffiliates.

Involuntary Termination. If 8.1 Except as provided in Section 8.3, an Employee who is otherwise eligible to participate in the Employee's Plan except for not having attained the age of 55, whose employment with the Company and all of its affiliates is ----------------------- terminated as a result of an Involuntary Termination by the Company for reasons other than for “Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from ” and whose age plus continuous Vacation Service as of the date of the Employee's termination until the date 12 months after the effective date total 55 or more shall be eligible to “Grow In” to Early Retirement under Section 3.2 of the termination (Plan, with benefits based on the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (Plan as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, effect on the date of ------------- termination such termination, provided: (a) the Employee has accrued at least 10 years of Credited Service as of his/her date of retirement, (b) the Employee does not experience a break in service under the RPSE by reason of retirement under the RPSE, death, voluntary election to 100% break such service or the elapse of a period of time equal to the Employee’s continuous Vacation Service prior to his/her date of retirement, and (c) the Employee is not rehired by the Company or an affiliated company prior to his/her date of retirement. 8.2 For purposes of this Section 8, the term “Grow-In” means that a former Employee will be treated for purposes of the shares issuable upon exercise Plan as if he/she were on layoff for purposes of such option and shall be exercisable in full the RPSE. Such terminated Employee who, by virtue of aging and/or accruing additional Credited Service in accordance with the provisions of the Option Agreement RPSE subsequent to termination of employment, meets the age, service and Plan pursuant other requirements for early retirement under Section 3.2 of the Plan, except for being an Employee of the Company on his/her early retirement date, shall be eligible for Early Retirement Benefits under Section 4.2 of the Plan, shall be deemed to which have Retired under Section 3.2 upon such option was granted; and the Company's right of repurchase early retirement date, and, with respect to such shares any Non-Grandfathered Amount, shall be deemed to have elected an Actual Retirement Date on the earliest date on which he/she could otherwise have elected to Retire under Section 3.2 of the Plan, unless and any shares previously issued upon exercise of stock options held by to the extent the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not elects to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period defer commencement in accordance with the Company's standard payroll practices. For purposes requirements of this AgreementCode Section 409A. 8.3 Notwithstanding the foregoing, such “Grow-In” shall not apply to an Employee who refuses a reasonable offer of employment from the term "target ------ bonus" shall mean that percentage purchaser of a business or facility unless the Employee had the option to refuse the offer by the terms of the Employee's base salary that is ----- prescribed by sale agreement or without breaking his/her continuity of service under the applicable Company under its Management Bonus Program as the percentage of such base salary payable policy with respect to the Company particular sale; provided, further, however, that an Employee who is employed by or is offered a reasonable position with such a purchaser, but is not eligible to participate in a plan of the purchaser which is the same as a bonus if or substantially comparable to the Company pays bonuses at oneRPSE and which plan of the purchaser provides that the Employee will receive credit for all service recognized under the Company’s plan, will be eligible for “Grow-hundred percent (100%) of its operating planIn.”

Involuntary Termination. If the Employee's ----------------------- employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to at the Change time of Controlsuch termination, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs (or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change termination, or to those being offered to officers of Controlthe Company, or a successor corporation, if the Company's benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each stock option unvested Option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is ----- prescribed by the Company under its Management Executive Bonus Program as the percentage of such base salary payable to the Company Employee as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If In the Employee's employment is ----------------------- terminated as a result event of an Involuntary Termination other than for CauseTermination, the ----------------------- Employee shall be entitled to receive the following benefits: following: (i) monthly severance payments during immediately after the date of termination, a lump-sum amount in immediately available funds equal to the sum of Executive's accrued but unpaid Salary and a pro-rated portion of the annual bonus paid to Employee for the prior fiscal year; (ii) immediately after the date of termination, a lump-sum amount in immediately available funds equal to the product of the number of whole and fractional years included in the period from the date of the Employee's termination until the date 12 months after the effective date end of the termination Term (the "Severance Period") equal to multiplied by the monthly salary which sum of Employee's annualized Salary for the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th current year of the Employee's "target bonus" (as defined below) Term plus annual bonus for the prior fiscal year; provided; however; that if the Involuntary Termination occurs in the first year in which of the termination occurs; Term, then the annual bonus for the purposes of this Section 2.5(d)(ii) and Section 2.5(e) below shall be deemed to be $50,000; (iii) the continuation of health and life insurance the benefits through (or, if such benefits are not available, the end after-tax economic equivalent thereof) specified in Section 2.3(b) to which Employee is entitled as of the date of termination for the entire duration of the Severance Period substantially identical to those to which or, at the Employee was entitled immediately prior election of Employee, an immediate lump-sum cash payment equal to the Change value of Controlsuch benefits; provided that with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits; (iv) each all options held by Employee under the 1998 Plan shall vest immediately; and (v) all contractual restrictions on the transfer, sale or pledge of the common stock option held by the Employee shall become (or his Affiliates) will be immediately exercisable extinguished and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planreleased.

Involuntary Termination. If the Employee's employment ----------------------- is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the ----------------- Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that ------ ----- percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Executive’s employment with the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination Company terminates other than for “Cause” (as defined herein), death or disability, and Executive signs and does not revoke a standard release of claims with the Employee Company, then, subject to Section 11, Executive shall be entitled to receive the following benefits: (i) monthly receive continuing payments of severance payments during the pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period equal to six months, plus one month for each two months of employment, up to a maximum of 12 months from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" Executive’s “separation from service” (as defined belowin Treas. Reg. 1.409A-1(h)) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant Company, to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period periodically in accordance with the Company's standard ’s normal payroll practices. For purposes policies and commencing with the latest payroll date that is also within seventy (70) days from the date of “separation from service” provided that the required release is effective on such date (with payments that would have been made on earlier payroll dates, but for this Agreementprovision, cumulated and paid on such payroll date); (ii) the term "target ------ bonus" shall mean that percentage immediate vesting and exercisability of 100 % of the Employee's base salary shares subject to all of Executive’s stock options to purchase Company Common Stock (whether currently outstanding or granted following the Effective Date) outstanding on the date of such termination (the “Stock Options”) and no additional vesting of any shares of restricted stock or restricted stock units outstanding on the date of such termination beyond the amount of such awards that is ----- prescribed vested as of such date of termination (with settlement of any restricted stock units to be in accordance with the terms of such awards), and (iii) continued payment by the Company of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under its Management Bonus Program Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the percentage lesser of (x) six months from the effective date of such base salary payable to termination, (y) the Company date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (z) the date Executive no longer constitutes a “Qualified Beneficiary” (as a bonus if the Company pays bonuses at one-hundred percent (100%such term is defined in Section 4980B(g) of its operating planthe Internal Revenue Code of 1986, as amended (the “Code”)); provided, however, that Executive will be solely responsible for electing such coverage within the required time periods.

Involuntary Termination. If Executive’s employment with the Employee's employment is ----------------------- terminated Company (and any parent or subsidiary of the Company employing Executive) terminates as a result of an Involuntary Termination at any time (other than for Causeon or within twelve months (12) months after a Change of Control, as described in Section 8(b) below), and Executive signs and does not revoke a standard release of claims with the Employee Company in a form reasonably acceptable to the Company which becomes effective within sixty (60) days following the Termination Date, then Executive shall be entitled to receive the following severance benefits: : (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable Executive’s annual base salary as in full in accordance with the provisions effect as of the Option Agreement and Plan pursuant to which such option was granted; and Termination Date, payable in equal installments over a period of twelve (12) months following the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period Termination Date in accordance with the Company's standard ’s normal payroll practices. For purposes policies, less applicable withholding, commencing on the sixtieth (60th) day following the Termination Date (with an initial catch-up payment for any installments that would have otherwise been payable in the first sixty (60) days following the Termination Date); (ii) a portion of this Agreementthe bonus otherwise earned based on performance for the annual bonus period during which the Termination Date occurs, which portion is equal to the amount of the earned bonus multiplied by a fraction, the term "target ------ bonus" shall mean that percentage numerator of which equals the number of days from the commencement of the Employee's base salary that is ----- prescribed applicable bonus period through the Termination Date, and the denominator of which equals 365, payable at such time as annual bonuses are paid to other senior executives of the Company; (iii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company; and (iv) reimbursement by the Company of the group health continuation coverage premiums for the Executive and the Executive’s eligible dependents under its Management Bonus Program Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the percentage lesser of (x) twelve (12) months from the date of such base salary payable to termination, (y) the Company date upon which the Executive and the Executive’s eligible dependents become covered under similar plans or (z) the date the Executive no longer constitutes a “Qualified Beneficiary” (as a bonus if the Company pays bonuses at one-hundred percent (100%such term is defined in Section 4980B(g) of its operating planthe Code); provided, however, that the Executive will be solely responsible for electing such coverage within the required time period.

Involuntary Termination. If Without Cause at the Employee's employment is ----------------------- terminated as a result Company’s option at any time, with or without notice and for any reason whatsoever, other than death, disability or For Cause, in the sole discretion of the Company (“Involuntary Termination”). Upon an Involuntary Termination, Executive shall receive all of the following severance benefits (provided, however, that, in the event of an Involuntary Termination other than for Causein circumstances in which the provisions of Section 1.3 would be applicable, the Employee shall be entitled to receive the following benefits: provisions of Section 1.3 will instead apply): (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination a lump sum payment in cash (the "Severance Period"in accordance with Section 4.11) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year Monthly Base Salary in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, effect on the date of ------------- termination as Involuntary Termination multiplied by 12; (ii) a lump-sum payment in cash (in accordance with Section 4.11) equal to the amount of (a) Executive’s target bonus for the bonus year in which Executive’s Involuntary Termination occurs, prorated based on the number of days in the bonus year that have elapsed prior to the date of Involuntary Termination, and (b) Executive’s Accrued Payment. (iii) provided that Executive is eligible for and timely elects to receive group medical continuation coverage under COBRA, the Company will pay 100% of applicable medical continuation premiums for the shares issuable upon exercise benefit of such option Executive (and shall be exercisable in full in accordance with the provisions his covered dependents as of the Option Agreement and Plan pursuant date of his termination, if any) under Executive’s then-current plan election for 18 months after termination, with such coverage to which such option was granted; and be provided under the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held closest comparable plan as offered by the Employee Company from time to time; and (iv) fifty percent (50%) of all stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of termination (collectively, the “Outstanding Equity Awards”) that would otherwise have vested during the twelve month period following the date of Involuntary Termination if such termination had not occurred shall immediately lapse vest and become exercisable on such date; and the date of termination. (v) outplacement services with a total value not to exceed $15,000. The severance payments described remaining portion of all Outstanding Equity Awards, if any, which is unvested on the date of Involuntary Termination shall be forfeited and canceled in subsections its entirety upon the date of Involuntary Termination. (ivi) Each Outstanding Equity Award which is or becomes vested and exercisable on the date of Involuntary Termination shall remain outstanding and exercisable until the earlier of (a) the expiration of the twelve month period which commences on the date of Involuntary Termination and (iib) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage expiration date of the Employee's base salary that is ----- prescribed by original term of the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planOutstanding Equity Award.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee's employment is ----------------------- terminated , if the Employee has offered to continue to provide services as a result contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of an Involuntary Termination other than for Causethis Agreement, the Employee shall be entitled to receive the following benefits: Company shall, as liquidated damages: (i) monthly severance payments during the period from remaining term of this Agreement following the date Date of the Employee's termination until the date 12 months after the effective date of the termination Termination (the "Severance PeriodRemaining Term"), (A) equal pay to the Employee in cash monthly salary which one-twelfth of the Employee was receiving ----------------- Company Salary at the annual rate in effect immediately prior to the Change Date of ControlTermination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) monthly severance payments within 30 days following the date on which the term of this Agreement expires (the "Expiration Date"), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which she would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank or under which she was covered on the Effective Date as if she were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Severance Period equal Remaining Term and had received as covered compensation during such period the amounts payable to 1/12th her under Section 7(a)(i) hereof, over (B) the present value of the Employee's "target bonus" (benefits to which she is actually entitled under such plans as defined below) for of the fiscal year in which the termination occurs; Expiration Date; (iii) continuation of health and life insurance benefits through within 30 days following the end Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the Severance Period substantially identical to those employer contributions to which she would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Employee Company or the Bank or under which she was entitled immediately prior covered on the Effective Date as if she were 100% vested thereunder, had continued to be employed by the Change Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to her under Section 7(a)(i) hereof and assuming that she had made during such period the maximum amount of Control; employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) each stock option held by during the Remaining Term, the Company shall provide the Health Benefits to the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination same terms as if she had continued to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was grantedemployed under this Agreement; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and and (v) outplacement services with a total value not following the expiration of the Remaining Term, the Company shall make the Health Benefits available to exceed $15,000. The severance payments described in subsections (i) the Employee on the same terms as if she had continued to be employed under this Agreement, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practicesher spouse. For purposes of this AgreementSection 7, present value shall be determined by using the term "target ------ bonus" shall mean that percentage UP-1984 mortality table and the same discount rate as would apply to a determination of present value under Section 280G of the Employee's base salary that is ----- prescribed by Internal Revenue Code of 1986, as amended (the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan"Code").

Involuntary Termination. If In the Employee's employment is ----------------------- terminated as a result event of an Involuntary Termination Termination, subject to (i) Employee’s execution, delivery and non-revocation of a general release of all known and unknown claims in favor of the Company and other than for Causelisted released parties, in the form attached hereto as Exhibit A (a “Release”) within sixty (60) days following the date of Employee’s Involuntary Termination, (ii) Employee’s prompt resignation from the Board, and (iii) Employee’s continued compliance with the Employee Proprietary Information and Inventions Agreement between the Company and Employee (the “Proprietary Information Agreement”) and any restrictive covenant agreements with the Company or any of its affiliates, Employee shall be entitled to receive the following severance benefits: : (i) monthly cash severance payments during equal to the period from sum of (A) twenty-four (24) months of Employee’s then-current Base Salary (ignoring any reduction in Base Salary that forms the basis for a resignation for Good Reason) and (B) 200% of Employee’s Annual Target Bonus for the year of termination, which amount shall be payable, subject to applicable tax withholdings and Section 10(m), in one lump sum on the first payroll date to occur after the sixtieth (60th) day following the date of Employee’s Involuntary Termination; (ii) all outstanding equity awards (including but not limited to stock options and restricted stock awards) (A) subject to time-based vesting criteria granted to Employee under the Company’s 2011 Equity Incentive Plan (the “Equity Plan”), and (B) that are held by Employee as of the date of Employee's termination ’s Involuntary Termination, shall automatically accelerate and fully vest, effective as of the date of such Involuntary Termination; (iii) with respect to each option award granted to Employee under the Equity Plan that is vested as of the date of Employee’s Involuntary Termination, Employee shall have until the earlier of (A) the third anniversary of the date 12 months after of Employee’s Involuntary Termination and (B) the original term of the vested option (subject to earlier termination in the event of a Corporate Transaction (as defined in the Equity Plan) as may be provided under the Equity Plan) to exercise Employee’s vested options. For the sake of clarity, in no event will any vested option be exercisable beyond its original full term; and (iv) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects continued coverage under federal COBRA continuation laws, or, if applicable, state or local insurance laws (collectively, “COBRA”), the termination Company shall, subject to Section 10(m), pay to Employee, on the first payroll date to occur after the sixtieth (60th) day following the "Severance Period") date of Employee’s Involuntary Termination, a cash payment equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) applicable COBRA premiums for the fiscal year in which the termination occurs; first month of Employee’s COBRA coverage (iiiincluding premiums for Employee and his eligible dependents who have elected COBRA coverage) continuation of health and life insurance benefits through the end of the Severance Period substantially identical multiplied by twenty-four (24), subject to those to which the Employee was entitled immediately prior to the Change of Control; applicable tax withholdings (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreementamount, the term "target ------ bonus" shall mean that percentage “Involuntary Termination Lump Sum COBRA Cash Payment”). Employee may, but is not obligated to, use such Involuntary Termination Lump Sum COBRA Cash Payment toward the cost of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planCOBRA premiums.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause(as defined in Section 3(b) below) on or prior to the one year anniversary of the Effective Date, then the Employee shall be entitled to receive the following benefits: following: (i) monthly severance payments during the period from compensation, accrued but unused vacation and benefits earned by the Employee through the date of the Employee's ’s termination until of employment; (ii) a lump sum severance payment equal to twelve (12) months of salary determined on the date 12 months after the effective date basis of the termination (the "Severance Period") equal to the monthly Employee’s annual base salary which the Employee was receiving ----------------- rate in effect immediately prior to the Change of Control; Employee’s Involuntary Termination, payable within thirty (ii30) monthly severance payments during days following the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which date the Employee was entitled immediately prior to executes the Change of Control; release described in Section 2(e) (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, or on the date of ------------- the Employee’s termination as of employment, if later); (iii) to 100% the extent the Employee holds any options to purchase shares of the shares issuable upon exercise Company’s capital stock which are not vested as of the date of such termination, then the vesting and exercisability of each outstanding option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase accelerate with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-one hundred percent (100%) of its operating planthe then unvested shares as of the date of such termination; (iv) for a period of up to twelve (12) months after any termination under this Section 2(a), the Company shall reimburse the Employee for any COBRA premiums paid by the Employee for continued group health insurance coverage (the “Employment Benefits”). If the Employee’s medical coverage immediately prior to the date of termination of employment included the Employee’s dependents, the Company paid COBRA premiums shall include premiums for such dependents. Such Employment Benefits shall terminate upon the earlier of (A) twelve (12) months from the date of the Employee’s termination, or (B) upon commencement of new employment by the Employee. (v) the Employee shall be entitled to receive the laptop or other portable computer device used by the Employee, if any, as of the date of termination; provided, the Employee first delivers such device to the Company for removal of all Company proprietary information.

Involuntary Termination. If the Employee's employment Employee is ----------------------- terminated as a result by reason of an Involuntary Termination (other than a Termination for Cause), the Employee shall will be entitled to receive the following benefits: severance and welfare benefits described below in this Section 10.A., as follows: (i) monthly the Company will make a severance payments during payment to Employee in an aggregate amount equal to the sum of twelve (12) months of the Employee’s then-current annual rate of base salary spread in installments over the Company’s payroll schedule over a twelve (12) month period from following the date of Employee’s Involuntary Termination; provided, however, that in no event will the Employee's termination until amounts described in this Section 10.A.i. be paid later than the date 12 months after the effective date last day of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th second taxable year of the Employee's "target bonus" (as defined below) for Company following the fiscal taxable year in which the termination Employee’s Involuntary Termination occurs; (iii) continuation , and provided, however, that, to the extent the amounts described in this Section 10.A.i. exceed the amount specified in Treasury Regulations Section 1.409A-1(b)(9)(iii)(A), such excess will be paid no later than the 15th day of health and life insurance benefits through the third calendar month following the end of the Severance Period substantially identical to those to Company’s taxable year in which the Employee was entitled immediately prior Employee’s Involuntary Termination occurs; and (ii) subject to the Change conditions set forth in this Section 10.A.ii., the Company will make a payment to Employee equal to the incentive compensation bonus payable to Employee under the Company’s Incentive Compensation Plan or any bonus plan that has replaced such plan (the “ICP”) in respect of Controlthe year during which such Involuntary Termination occurred; provided, however, that such bonus amount (ivif any) each stock option held by shall: (a) be pro-rated through the date of Employee’s Involuntary Termination (e.g., if the date of Involuntary Termination is June 30, the maximum amount payable under this Section would be 50% of the Employee’s incentive bonus otherwise payable under the ICP); (b) be calculated as if Employee achieved 100% performance of his individual goals (if any) under the ICP in the year of his Involuntary Termination; (c) be dependent and calculated based upon the Company’s achievement (if any) of its financial performance and/or other targets set forth for the ICP in the year of Employee’s Involuntary Termination; (d) be paid (if paid) in a lump sum at such time as the Company shall become immediately exercisable and vested, and shall be considered "Vested Shares" make payments to other eligible employees under each such stock option, the ICP as if Employee were still employed with the Company on the date of ------------- termination as to 100% payment; provided, however, that in no event will the amounts in this Section 10.A.ii. be paid later than the 15th day of the shares issuable upon exercise third calendar month following the end of such option the Company’s taxable year in which Employee’s Involuntary Termination occurs. Notwithstanding the foregoing and for the avoidance of doubt, no payment shall be exercisable made to Employee under this Section 10.A.ii. if the Company fails to meet the minimum financial performance and/or other targets under the ICP in full the year during which Employee is Involuntarily Terminated. (iii) for a period of twelve (12) months, the Company shall provide Employee (and Employee’s dependents, as applicable) with the same health benefits to which Employee (and Employee’s dependents, as applicable) was entitled as an employee immediately before the Involuntary Termination. To the maximum extent permitted by applicable law, the benefits provided under this Section 10.A.iii. shall be in discharge of any obligations of the Company or any rights of Employee under the benefit continuation provisions under Section 4980A of the Code and Part VI of Title I of ERISA (“COBRA”) or any other legislation of similar import. Notwithstanding the foregoing, nothing in this Section 10.A.iii. shall be construed to guarantee Employee life insurance or disability insurance after the date of Involuntary Termination. (iv) the Company shall provide Employee with the rights and benefits, if any, provided him under the plans and programs of the Company in which Employee was participating immediately before the Involuntary Termination, as determined in accordance with the applicable terms and provisions of the Option Agreement such plans and Plan pursuant to which such option was granted; and programs of the Company's right , including, but not limited to, terms relating to the payment of repurchase with respect benefits to such shares and any shares previously issued upon exercise plan participants following the termination of stock options held by the Employee shall immediately lapse on such date; and their employment. (v) outplacement services with a total value not the Company shall pay Employee any earned, but unpaid, bonus in respect of the ICP for the year prior to exceed $15,000. The severance payments described in subsections (i) and (ii) above the year of the Involuntary Termination, which shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage terms and provisions of the ICP and in respect of Employee's base salary that is ----- prescribed by the Company ’s performance of his individual goals (if any) under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planICP.

Involuntary Termination. If In the Employee's employment is ----------------------- terminated as a result event of an Involuntary Termination other than for Causean Involuntary Termination within the period set forth in Section 3(b) below, and subject to Employee executing a general release in favor of the Company, in a form acceptable to the Company (the “Release”), and allowing such Release to become effective not later than 60 days following Employee’s Separation from Service, then Employee shall be entitled to receive the following benefits: severance benefits (the “Severance Benefits”): (i) monthly a lump-sum cash severance payments during the period from the date payment equal to twelve (12) months of the Employee's termination until ’s then-current Base Salary (ignoring any reduction in Base Salary that forms the date 12 months after basis for a Resignation for Good Reason), subject to applicable tax withholdings, paid on the 60th day following Employee’s Separation from Service; (ii) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the termination (Company shall pay to Employee, on the "Severance Period") first day of each month, a cash payment equal to the monthly salary which applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the Employee was receiving ----------------- immediately prior “Special Cash Payment”), for a number of months equal to the Change lesser of Control; (iii) monthly severance payments during the Severance Period equal to 1/12th duration of the Employee's "target bonus" (as defined below) for the fiscal year period in which the termination occurs; Employee and his eligible dependents are eligible for and enrolled in such COBRA coverage (iii) continuation of and not otherwise covered by another employer’s group health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (iplan) and (ii) above shall twelve (12) months. Employee may, but is not obligated to, use such Special Cash Payment toward the cost of COBRA premiums. On the 60th day following Employee’s Separation From Service, the Company will make the first payment to Employee under this Section 2(c)(ii), in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Employee through such date had the Special Cash Payments commenced on the first day of the first month following the Separation From Service through such 60th day, with the balance of the Special Cash Payments paid thereafter on the schedule described above. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be paid eligible for COBRA during the Severance Period period provided in accordance with this Section 2(c)(ii), Employee must immediately notify the Company's standard payroll practices. For purposes Company of this Agreement, such event and the term "target ------ bonus" Company shall mean that percentage cease payment of the Special Cash Payments and shall have no further obligations under this Section 2(c)(ii); and (iii) an additional twelve (12) months vesting of Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program ’s then-outstanding stock options, effective as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planEmployee’s termination date.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal Subject to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year notice provisions in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes Section 8 of this Agreement, the term "target ------ bonus" Board of Directors may terminate the Employee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall mean that percentage not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of Involuntary Termination by the Company and the Bank of the Employee, other than after a Change in Control, the Company and the Bank jointly shall (in addition to amounts due the Employee in connection with services performed for the Company and the Bank prior to the Date of Termination): (1) pay to the Employee within 25 business days after the Date of Termination a cash lump sum equal to two times the sum of (A) the Employee's base salary annual Salary as in effect on the Date of Termination and (B) any performance-based bonus provided in Section 4(b), based on the target opportunity as of the Date of Termination; (2) pay to the Employee any earned but unpaid performance-based bonus that is ----- prescribed was established by the Company under its Management Bonus Program as or the percentage of such base salary payable Bank prior to the Company Date of Termination, in a cash lump sum no later than 25 business days after the later of the Date of Termination or the date the performance objectives are determined to be satisfied, but in no event later than when the amount must be paid to qualify as a short-term deferral not subject to Section 409A (it being understood that no bonus payment shall be made under this Section 7(a)(2) if the performance period to which the bonus relates has not ended by the Date of Termination); and (3) provide to the Employee, at the expense of the Company pays bonuses at oneand the Bank, during the 24-hundred percent month period commencing on the Date of Termination and ending on the day preceding the second anniversary thereof, substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (100%if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee, taking into account the amounts of coverage and deductibles and other costs to him, as if he had not suffered Involuntary Termination. Notwithstanding the foregoing, to the extent taxable payments under this Section 7(a) would be considered deferred compensation (within the meaning of Section 409A), and the Employee is considered a “specified employee” (as defined in Section 409A), then no deferred compensation shall be paid until the 185th day following the Employee’s Separation from Service (and any deferred compensation the payment of which is delayed on account of the foregoing shall be paid on such 185th day). The preceding sentence shall be applied by (i) treating as much of the payment due under this Section 7(a) as “separation pay due to involuntary separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(b)(9)) (“Separation Pay”) as is permitted under Section 409A, so that such Separation Pay may be paid without regard to the preceding sentence, and (ii) treating the Separation Pay as paid prior to the deferred compensation, to the extent permitted by Section 409A. No payment shall be made under this Section 7(a) that would cause the Bank to be “undercapitalized” for purposes of 12 C.F.R. Part 225 or any successor provision. Payments due under this Section 7(a) shall be conditioned on the Employee’s compliance with Section 9(b) of its operating planthis Agreement. Except as provided in this Section 7(a), all other bonuses or equity compensation that remains subject to a forfeiture condition upon Involuntary Termination shall be forfeited.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of an Involuntary Termination (x) by the Company other than for Cause, or (y) voluntarily by the Employee for Good Reason, then the Employee shall be entitled to receive the following benefits: : (iA) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 six (6) months after the effective date of the termination (the "“Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; termination date; (iiB) monthly severance payments during the Severance Period equal to 1/12th one-twelfth (1/12th) of the Employee's "’s “target bonus" ” (as defined belowherein) for the fiscal year in which the termination occurs; occurs for each month in which severance payments are made to the Employee pursuant to subsection (iiiA) continuation of health and life insurance benefits through above; (C) a lump sum cash payment equal to the end prorated amount of the Severance Period substantially identical to those to Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held employed by the Employee shall become immediately exercisable and vestedCompany (or a successor corporation); (D) if Employee, and shall be considered "Vested Shares" under each such stock option, any spouse and/or dependents of Employee (“Family Members”) has coverage on the date of ------------- Employee’s termination as of employment under a group health plan sponsored by the Company, then reimbursement to 100% Employee of the shares issuable total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) for a period of up to twenty-four (24) months following Employee’s termination of employment or if earlier, the date upon exercise of such option which Employee and shall be exercisable in full in accordance with the provisions of the Option Agreement Employee’s eligible dependents become covered under similar plans, provided that Employee validly elects and Plan pursuant is eligible to which such option was granted; continue coverage under COBRA for Employee and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this AgreementFamily Members, the term "target ------ bonus" shall mean and, provided further, that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at onedetermines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue the group health coverage in effect on the date of Employee’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) for a period of twenty-hundred percent four (100%24) months following Employee’s termination of its operating plan.employment, which payment will be made regardless of whether Employee elects COBRA continuation coverage; (E) accelerated vesting of Employee’s then-outstanding and unvested Equity Awards, to the extent that any of the then-unvested and outstanding shares of the Company’s common stock (“Shares”) subject to such Equity Awards otherwise would have vested through the date of Employee’s termination of employment with the Company (the “Termination Date”), had each such Equity Award been subject to a monthly vesting schedule from the vesting commencement date of such Equity Award through the last scheduled vesting date of such Equity

Involuntary Termination. (A) If the Employee's ’s employment is ----------------------- terminated under Section 5(a)(ii) above prior to a Change of Control (as a result of an Involuntary Termination other than for Causedefined in Section 5(b)(vi) below, the then Employee shall will be entitled to receive the following benefits: (i) monthly payment of severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") benefits equal to six (6) months of Employee’s then-current regular monthly salary. Such payments shall be made ratably over the monthly salary which the Employee was receiving ----------------- immediately prior six (6) months following such termination, according to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vestedCompany’s standard payroll schedule. In addition, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's ’s right of repurchase with respect to such shares the stock purchased by Employee pursuant to subsection 4(b) above, and any shares previously additional Company securities sold, gifted, or otherwise issued upon exercise or transferred to Employee subject to any Company rights of repurchase, including securities issued thereon in connection with any stock dividend, stock split or other recapitalization of the Company, and any vesting restrictions on stock options or warrants held by Employee and exercisable for Company stock (collectively, the “Employee’s Securities”), shall lapse as if Employee shall immediately lapse had been a service provider to the Company for a six (6) month period following such date of termination. Employee will also be entitled to receive payment on such date; and the date of termination of any bonus payable under Section 4. Health insurance benefits with the same coverage provided to Employee prior to the termination (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (ie.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company’s cost over the Severance Period. (iiB) If Employee’s employment is terminated under Section 5(a)(ii) above following a Change of Control, the severance amount as specified in 5(b)(ii)A above shall be paid during payable in one lump sum promptly following the date of termination, and the Company’s right of repurchase with respect to the Employee’s Securities, shall lapse as to the one-half (1/2) of the amount of all such Employee’s Securities (or such lesser fraction of such Employee’s Securities as shall then be subject to vesting or repurchase restrictions) instead of as to six (6) months of service. Employee will also be entitled to receive payment on the date of termination of any bonus payable under Section 4. Health insurance benefits with the same coverage provided to Employee prior to the termination (e.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company’s cost over the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planPeriod.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than by reason of Employee's death, having become Totally Disabled under subsection (d), Voluntary Termination or Termination for CauseCause (an "Involuntary Termination"), Employee's regular compensation shall cease to accrue under this Agreement as of the date of termination. Employee shall then be entitled to receive payment of all regular compensation earned through the following benefits: date of termination and a pro rata portion of any deemed target Annual Bonus for the year that includes the termination within thirty (i30) monthly severance payments during days of the period from termination. Such deemed target Annual Bonus shall equal the full target Annual Bonus for the year multiplied by a fraction, the numerator of which is the number of days in the year through the date of the Employee's termination until and the denominator of which is 365. In addition, Employee shall be entitled to receive a monthly severance benefit, payable through the Company's normal payroll, beginning on the first payroll date that follows Employee's termination date, and continuing for six (6) months. Such monthly severance benefit shall be equal to Employee's Base Salary. In addition, immediately upon an Involuntary Termination, all vested options to purchase Company stock, that are either held by Employee on the date 12 of this Agreement or are otherwise described in Section 4(b), shall become fully exercisable through the one year anniversary of the date of the Involuntary Termination; provided, however, that if the Involuntarily Termination occurs prior to the one year anniversary of the Effective Date, then the Company shall accelerate the option to purchase Company stock described in Section 4(b) above so that the option shall be exercisable as if 37,500 shares became exercisable at the end of each three-month period commencing on the Effective Date and the option shall otherwise cease to vest. For avoidance of doubt, with respect to the option to purchase Company stock described in Section 4(b) above, if there is an Involuntary Termination of Employee occurs three (3) months after the effective Effective Date, 37,500 shares of the option to purchase Company stock described in Section 4(b) above would be accelerated so as to be exercisable on the date of the termination (Involuntary Termination and another 37,500 shares of the "Severance Period"option to purchase Company stock described in Section 4(b) equal above would be accelerated so as to be exercisable on the monthly salary which date of the Involuntary Termination. If Employee was receiving ----------------- immediately prior elects to continue to receive health insurance benefits following termination, the Change Company shall pay the full cost of Control; (ii) monthly severance payments such continuation of coverage during the Severance Period equal to 1/12th of the Employee's "target bonus" Period. A Constructive Termination (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall will be considered "Vested Shares" under each such stock option, on the date of ------------- termination treated as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planan Involuntary Termination.

Involuntary Termination. If (i) If, prior to the expiration of the Term, the Company terminates the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination for any reason other than Disability or Cause or Employee resigns from her employment hereunder for CauseGood Reason (collectively hereinafter referred to as an "INVOLUNTARY TERMINATION"), the Company shall pay to the Employee shall be entitled her Salary and accrued Bonus up to receive the following benefits: (i) monthly severance payments during the period from and including the date of such Involuntary Termination, as well as any unreimbursed expenses. In addition, the Employee's termination until Company shall continue to pay to the date 12 months after the effective date of the termination Employee as severance (the "Severance PeriodSEVERANCE PAYMENTS") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard normal payroll practices, her Salary, at the rate in effect immediately prior to such Involuntary Termination, plus her maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the event of the Employee's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination or resignation in the Company's health and medical plans provided to the Employee pursuant to Section 3(e) above at the time of such Involuntary Termination for a period equal to the greater of (x) one year following the Involuntary Termination or (y) the remainder of the Term (the "CONTINUATION PERIOD"); PROVIDED, HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or program solely as a result of the provisions of this Agreement, but this obligation shall apply in respect of any substitute plan. (iii) In addition, in the event of the Employee's Involuntary Termination, all of the Employee's then-outstanding options to purchase shares of the Company's common stock shall continue to vest for the longer of (A) the remainder of the Term or (B) twelve months; PROVIDED, HOWEVER, that to the extent that any such option vests on an annual basis, the Employee shall also be vested as to a pro-rata portion of the next tranche through the longer of (A) the remainder of the Term, or (B) twelve months. For The Employee shall be entitled to retain the vested portion of her options as if she remained an Employee until such options otherwise expire in accordance with their terms (iv) Resignation for "GOOD REASON" shall mean resignation by Employee because of (A) an adverse and material change in the Employee's duties, titles or reporting responsibilities, (B) a material breach by the Company of any term of the Agreement, (C) a reduction in the Employee's Salary or bonus opportunity or the failure of the Company to pay the Employee any material amount of compensation when due, (D) the assignment to Employee of any material duties that are inconsistent with those described in Section 1 of this Agreement without the Employee's consent, or (E) the Company's requirement that Employee perform a substantial portion of her duties outside the Seattle, Washington metropolitan area, except for travel in furtherance of the Company's business to an extent substantially consistent with her business travel as of the date of this Agreement, but acknowledging that the Company is now part of a larger international Group, without the Employee's prior written consent. The Company shall have 30 business days from the date of receipt of such notice to effect a cure of the material breach described therein and, upon cure thereof by the Company to the reasonable satisfaction of the Employee, such material breach shall no longer constitute Good Reason for purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of terminates due to an Involuntary Termination other than for CauseTermination, then the Employee shall be entitled to receive the following severance payments and benefits: : (i) monthly severance payments during the period from the date A lump sum payment equal to one hundred (100%) of the Employee's termination until the date 12 months after the effective date ’s Base Compensation; (ii) A lump sum payment equal to one hundred percent (100%) of the termination (the "Severance Period") equal Employee’s Incentive Pay as in effect immediately prior to the monthly salary which Involuntary Termination; and (iii) If the Employee was receiving ----------------- elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA for the Employee and the Employee’s eligible dependents (if any), monthly reimbursements from the Corporation for the Employee’s COBRA premiums at the same level of health coverage and benefits as in effect for the Employee (and the Employee’s eligible dependents, if any) on the day immediately prior to the termination of the Employee’s employment or, if greater, on the day immediately prior to the Change of Control; . The Corporation shall continue to reimburse the Employee for premiums paid to continue such coverage until the earlier of (iiA) monthly severance payments during twelve (12) months after the Severance Period equal date of the Involuntary Termination, or (B) the date upon which the Employee and Employee’s eligible dependents no longer are eligible to 1/12th receive continuation coverage pursuant to COBRA. The Employee shall be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period. If the provisions of COBRA do not apply to Employee at the time of the termination of the Employee's "target bonus" ’s employment (as defined belowfor instance, if the Employee is employed outside of the United States), the Corporation will provide Employee with a lump sum payment equal to twelve (12) multiplied by the portion, if any, of the premium the Corporation was paying for the fiscal year Employee’s health coverage and benefits as in which effect for the termination occurs; (iii) continuation of health and life insurance benefits through Employee on the end day immediately preceding the day of the Severance Period substantially identical Employee’s termination of employment. In addition, and notwithstanding anything to those the contrary in this Section 1(b)(iii), if the Corporation determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Corporation will in lieu thereof provide to which the Employee was entitled immediately prior a taxable monthly payment, during the eighteen (18) months following termination of the Employee’s employment, in a monthly amount equal to the Change of Control; (iv) each stock option held by monthly COBRA premium that the Employee shall become would be required to pay to continue group health coverage for the Employee and the Employee’s eligible dependents (if any) in effect on the day immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on before the date of ------------- termination as to 100% of his or her employment (which amount will be based on the shares issuable upon exercise premium for the first month of such option and shall COBRA coverage), which payments will be exercisable in full in accordance with the provisions made regardless of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by whether the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planelects COBRA continuation coverage.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 18 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to at the Change time of Controlsuch termination, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs (or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change termination, or to those being offered to officers of Controlthe Company, or a successor corporation, if the Company's benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each stock option unvested Option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is ----- prescribed by the Company under its Management Executive Bonus Program as the percentage of such base salary payable to the Company Employee as a bonus if the Company pays bonuses at one-hundred percent and (100%) of 100%)of its operating plan.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of an Involuntary Termination terminated(A) by the Company other than for Cause, or (B) voluntarily by the Employee for Good Reason, then the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 three (3) months after the effective date of the termination (the "“Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Controltermination date; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "’s “target bonus" ” (as defined belowherein) for the fiscal year in which the termination occursoccurs for each month in which severance payments are made to the Employee pursuant to subsection (i) above; (iii) continuation the pro-rated amount of the Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was employed by the Company (or a successor corporation) with such payment being made on the termination date; (iv) reimbursement for premiums paid for continued health benefits for Employee (and life insurance benefits through any eligible dependents) under the Company’s health plans until the earlier of (a) the end of the Severance Period substantially identical Period, payable when such premiums are due (provided Employee validly elects to those to which the Employee was entitled immediately prior to the Change of Control; continue coverage under COBRA, or (ivb) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option which Employee and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such dateEmployee’s eligible dependents become covered under similar plans; and (v) outplacement services with a total value not to exceed Twenty Thousand Dollars ($15,00020,000), to be provided within the Severance Period. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's ’s standard payroll practices. For purposes of this Agreement, If termination occurs prior to the term "target ------ bonus" shall mean that percentage second anniversary of the Employee's base salary that is ----- prescribed by ’s initial day of employment, the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.monthly severance payments shall continue for twelve

Involuntary Termination. If Executive’s employment with the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination Company terminates other than for “Cause” (as defined herein), death or disability, and Executive signs and does not revoke a standard release of claims with the Employee Company, then, subject to Section 11, Executive shall be entitled to receive the following benefits: (i) monthly receive continuing payments of severance payments during the pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period equal to months, plus month for each months of employment, up to a maximum of month(s) from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" such Executive’s “separation from service” (as defined belowin Treas. Reg. 1.409A-1(h)) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant Company, to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period periodically in accordance with the Company's standard ’s normal payroll practices. For purposes policies and commencing with the latest payroll date that is also within seventy (70) days from the date of this Agreement, the term "target ------ bonus" shall mean that percentage “separation from service” (with earlier commencement possible only if in compliance with Section 409A of the Employee's base salary code and with payments that is ----- prescribed would have been made on earlier payroll dates, but for this provision, cumulated and paid on such payroll date); (ii) the immediate vesting and exercisability of % of the shares subject to all of Executive’s stock awards covering shares of Company Common Stock (whether currently outstanding or granted in following the Effective Date) outstanding on the date such release of claims becomes effective (the “Stock Awards”) and (iii) continued payment by the Company of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under its Management Bonus Program Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the percentage lesser of (x) months from the effective date of such base salary termination, (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (z) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Internal Revenue Code of 1986, as amended (the “Code”)); provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Compensation and benefits payable pursuant to this provision that are made from the date of “separation from service” with the Company through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) and thus payable pursuant to the Company “shot-term deferral” rule set forth in Treas. Reg. 1.409A-1(b)(4); payments made following such March 15th, are intended to constitute separate payments for purposes of Treas. Reg. 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. 1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision, with any excess amount being regarded as a bonus if subject to the Company pays bonuses at one-hundred percent (100%distribution requirements of Section 409A(a)(2)(A) of its operating planthe Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the code that payments be delayed until six months after “separation from service” if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such “separation from service.”

Involuntary Termination. If the Employee's ’s employment with the Company is ----------------------- terminated as a result of an Involuntary Termination other than for CauseTermination, then the Employee shall be entitled to receive the following severance benefits: : (i) monthly The Employee shall be entitled to receive severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") pay in an amount equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-one hundred percent (100%) of its operating planhis annual base salary as in effect at the time of such termination. Any severance to which the Employee is entitled pursuant to this section shall be paid in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s termination. (ii) The Executive shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the total sum of the Executive’s performance bonus paid for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, as amended (the “Plan”), notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Executive for any COBRA premiums paid by the Executive for continued group health insurance coverage. Such health insurance coverage or reimbursement of premiums shall continue until the earlier of (i) twelve (12) months after the date of the Executive’s Involuntary Termination or (ii) the date on which the Executive commences New Employment.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Bank’s obligations under this Section 6. In the event of Involuntary Termination, then, subject to Section 6(b) of this Agreement, the Bank shall, as liquidated damages (i) during the remaining Term of this Agreement, pay to the Employee monthly one-twelfth of the Base Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus of the Employee, based on the average amounts of cash bonus earned by the Employee for the two full fiscal years preceding the Date of Termination; (ii) provide the benefits set forth in Section 6(f) of this Agreement on the terms set forth therein provided that during the remaining Term of this Agreement, the Bank shall pay the same portion of the cost of benefits under Section 6(f) as it would have paid if no termination of employment had occurred; (iii) if the Employee is not fully vested under any other than benefit plan or arrangement in which he is a participant as of the Date of Termination (except for Causeany tax-qualified “employee pension plan” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, including any “multiemployer plan” as defined in Section 3(37) of such Act but excluding any supplemental executive retirement plan), deem the Employee to be fully vested therein and the Bank shall guarantee that he shall receive benefits thereunder accordingly; (iv) provide the Employee the opportunity to purchase the Key Man Policy for its then cash surrender value and transfer ownership of the Principal Policy to the Employee at no cost to him (i.e., with no obligation to pay the cash surrender value); and (v) during the remaining Term of this Agreement, continue the group term life insurance (or, if the Bank is unable to provide such group term life insurance, the Employee shall be entitled permitted to receive convert such coverage to an individual insurance policy) provided by the following benefits: (i) monthly severance payments during Bank at the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal same premium cost to the monthly salary which Employee and at the Employee was receiving ----------------- same coverage level as in effect immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planInvoluntary Termination.

Involuntary Termination. If (i) The Company has the Employee's right to terminate Executive’s employment, on written notice to Executive, at any time without Cause (as defined below). In the event the Company terminates Executive’s employment is ----------------------- terminated as a result of an Involuntary Termination other than for Causewithout Cause during the Contract Term, the Employee Contract Term shall terminate immediately and Executive shall only be entitled to receive in cash, within thirty (30) days of such termination or such later date as otherwise provided for herein or in accordance with the following benefits: then applicable plan, policy or program: (iA) any accrued but unpaid Salary to and including the date of termination of his employment; (B) Salary from the date of termination for twenty four (24) months, payable in installments at regular intervals pursuant to Section 3(a); (C) any benefits under Section 3(e), during such time as Salary is being paid (or would be paid but for Section 5 (h)), except to the extent Executive is not eligible to receive such benefits pursuant to the terms and conditions of the Company’s plans, policies and programs because Executive is no longer employed by the Company; (D) reimbursement for expenses incurred by Executive, but not yet reimbursed, in accordance with Section 4; (E) any vested options pursuant to the Non-Qualified Stock Option Agreement or other option grants to Executive and vested stock pursuant to the Restricted Stock Grant; and (F) any Annual Incentive Compensation if earned in accordance with Section 3(f), pro rata, up to the date of termination; provided Executive is terminated on or after July 1st of a year and bonuses are otherwise paid to the management of the Company for that year. In the event of termination of employment without Cause, Executive shall take all reasonable measures to mitigate the amount of any payment of Salary provided for in Section 5(b)(i)(B) by seeking other employment or consulting work during any period in which monthly payments of Salary are being made to Executive under such section; provided, however, that no duty to mitigate shall exist with respect to the first twelve (12) monthly severance payments of Salary provided for in Section 5(b)(i)(B). Amounts of Salary due Executive under Section 5(b)(i)(B) during the second twelve (12) month period from the date of termination shall be reduced by any compensation or remuneration received by Executive from any subsequent employment or consulting work during such period. Executive shall provide to the Employee's termination until the date 12 months Company, within ten (10) days after the effective date end of each month, an affidavit from Executive certifying the termination (amount of such compensation or consulting fees actually received by Executive during the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; previous month. (ii) monthly severance payments during The Company has the Severance Period equal right to 1/12th terminate Executive’s employment at any time for Cause, on written notice to Executive, setting forth in reasonable detail the facts and circumstances resulting in the Cause upon which such termination is based. In the event of termination for Cause, the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health Contract Term shall terminate immediately and life insurance benefits through the end of the Severance Period substantially identical Executive shall be entitled to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable amounts and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable benefits specified in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practicesSection 5(a)(i). For purposes of this Agreement, Cause shall mean: (A) a material breach by Executive of his duties and obligations under this Agreement which is not remedied to the term "target ------ bonus" shall mean that percentage satisfaction of the Employee's base salary that is ----- prescribed Board within thirty (30) days after receipt by Executive of written notice of such breach from the Board; (B) Executive’s conviction or indictment for a felony; (C) an act or acts of personal dishonesty by Executive intended to result in personal enrichment of Executive at the expense of the Company under or any of its Management Bonus Program as the percentage affiliates or any other material breach or violation of such base salary payable Executive’s fiduciary duty owed to the Company as or any of its affiliates; (D) a bonus if material violation of any Company or VGR policy or Code of Business Conduct and Ethics; or (E) any grossly negligent act or omission or any willful and deliberate misconduct by Executive that results, or is likely to result, in material economic, or other harm, to the Company pays bonuses at one-hundred percent (100%) or any of its operating planaffiliates; provided, however, that any act or omission by Executive shall not fall within the scope of this clause (E) if it was done or omitted to be done by Executive in good faith and with a reasonable belief that such action or omission was in the best interests of the Company.

Involuntary Termination. If Executive’s employment with the Employee's employment is ----------------------- terminated Company terminates as a result of an Involuntary Termination “Constructive Termination” (as defined herein) or other than voluntarily or for “Cause” (as defined herein), and Executive signs and does not revoke a standard release of claims with the Employee Company, then, subject to the following sentence and Section 10, Executive shall be entitled to receive the following benefits: (i) monthly continuing payments of severance payments during the pay (less applicable withholding taxes) at a rate equal to Executive’s Base Salary rate, as then in effect, for a period of twelve (12) months from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal such termination, to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period periodically in accordance with the Company's standard ’s normal payroll practices. For purposes policies; (ii) an amount equal to the aggregate of this Agreementthe bonus amounts earned by and paid to Executive for the four (4) fiscal quarters prior to the date upon which Executive’s employment with the Company terminates (less applicable withholding taxes) and (iii) 25% of the shares subject to the Initial Option shall vest and become exercisable at such time (thereafter, the term "target ------ bonus" shall mean that percentage Initial Option will continue to be subject to the terms, definitions and provisions of the Employee's base salary that is ----- prescribed by Option Plan and the appropriate Option Agreement). If (a) Executive’s employment with the Company under terminates as a result of “Constructive Termination” (as defined herein) or other than voluntarily or for “Cause” (as defined herein), (b) Executive signs and does not revoke a standard release of claims with the Company, (c) the Company materially changes the nature of its Management Bonus Program business such that the primary focus of the Company is no longer the buying and selling of telecommunications equipment (other than material changes approved by Executive), and (d) Executive shall have been employed at the Company for a minimum of twenty-four (24) months, then, subject to Section 10, Executive shall be entitled to receive, in lieu of the severance amounts and accelerated vesting described in the preceding sentence, (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to Executive’s Base Salary rate, as then in effect, for a period of eighteen (18) months from the percentage date of such base salary payable termination, to be paid periodically in accordance with the Company’s normal payroll policies; (ii) an amount equal to the Company as a aggregate of the bonus if amounts earned by and paid to Executive for the six (6) fiscal quarters prior to the date upon which Executive’s employment with the Company pays bonuses terminates (less applicable withholding taxes) and (iii) 37.5% of the shares subject to the Initial Option shall vest and become exercisable at one-hundred percent such time (100%thereafter, the Initial Option will continue to be subject to the terms, definitions and provisions of the Option Plan and the appropriate Option Agreement). In no event shall Executive be entitled to any bonus amounts under the Incentive Plan for the period in which Executive’s employment with the Company terminates. Additionally, the Company shall waive the cost for the Executive to continue Executive’s group medical coverage with the Company should Executive decide to exercise Executive’s right to do so in accordance with Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”). Such waiver of cost shall cease upon the earlier of twelve (12) months from the effective date of its operating plansuch coverage or the date in which the Executive obtains equivalent coverage elsewhere.

Involuntary Termination. If In the Employee's event the Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination (other than for Causea CIC Involuntary Termination), the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation through the Date of Termination; and (ii) [within fifteen (15) calendar days after the seven (7) day period from the date for revocation of the Employee's termination until release has elapsed,]9 a lump sum payment in cash equal to the date 12 sum of (x) [ONE AND A HALF TIMES (1.5X)]10 [ONE TIMES (1X)]11 of the Executive’s annual Base Salary as of the Date of Termination and (y) the Pro Rata Bonus through the Date of Termination; and (iii) for twelve (12) months after the effective date Date of Termination, continuation of the termination Benefits in which the Executive was enrolled as of the Date of Termination (subject to any changes to Benefits as are applied to similarly-situated active employees), with the "Severance Period"full premium cost for such coverage to be borne by the Company; provided, however, that if the Executive commences employment with another employer during such twelve (12) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; and (iv) [within fifteen (15) calendar days after the seven (7) day period for revocation of the release has elapsed,]12 a lump sum payment in an amount equal to the monthly salary which employer contributions to the Employee Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that (A) all benefits under any such retirement plans were fully vested, (B) the Executive’s compensation during such twelve (12) months was receiving ----------------- the same as it had been immediately prior to the Change Date of Control; Termination, and (iiC) monthly severance payments during the Severance Period equal Executive would have made contributions at the level 9 Applicable to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior U.S.-based employees. 10 Applicable to the Change of ControlCEO. 11 Applicable to named executive officers, other than the CEO. 12 Applicable to U.S.-based employees. ​ necessary to receive the maximum matching contribution provided under such plans; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and and (v) reimbursement, up to $15,000, for outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed reasonably selected by the Company under its Management Bonus Program as Executive incurred within twelve (12) months after the percentage Date of Termination, such reimbursement to occur within thirty (30) days of Executive’s submission of reasonably satisfactory documentation of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfees.

Involuntary Termination. If Employee’s employment with the Employee's employment is ----------------------- terminated as a result of Company shall be subject to an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the Accrued Obligations and, subject to the provisions of Section 14.09, the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following benefits: amounts and take the following actions after the last day of Employee’s employment with the Company: (ia) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control (to the extent applicable), pay to Employee in equal monthly severance payments during installments an amount in cash equal to the period from Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s termination of employment with the Employee's termination until Company and subsequent installments to be paid on the date 12 months after the effective date first day of each of the termination (next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the "Severance Period") year following the year in which Employee’s employment was terminated, with each installment equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held Amount divided by the Employee shall become immediately exercisable and vested, and shall total number of such installments to be considered "Vested Shares" under each such stock option, paid; (b) if the Involuntary Termination occurs on the date of ------------- termination as to 100% a Change in Control or before the second anniversary of the shares issuable upon exercise Change in Control, pay to Employee on the date that is 60 days after the date of such option and shall be exercisable in full in accordance Employee’s termination of employment with the provisions Company a lump sum cash payment in an amount equal to the Severance Amount; (c) pay to Employee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; provided, however, that if this paragraph applies with respect to a Pro Rata Bonus that is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase Code, then this paragraph shall apply with respect to such shares Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; and (d) during the portion, if any, of the 18-month period following the date of Employee’s termination of employment with the Company that Employee elects to continue coverage for Employee and any shares previously issued upon exercise Employee’s eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of stock options held by 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall immediately lapse promptly reimburse Employee on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections monthly basis for the difference, if any, between (i) the amount Employee pays to effect and continue such coverage and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage amount charged to a similarly situated active employee of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfor similar coverage.

Involuntary Termination. If the Employee's ’s employment with the Company is ----------------------- terminated as a result of an Involuntary Termination other than for CauseTermination, then the Employee shall be entitled to receive the following severance benefits: : (i) monthly The Employee shall be entitled to receive severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") pay in an amount equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-one hundred percent (100%) of its operating planhis annual base salary and allowances as in effect at the time of such termination (at the time of entering into this agreement an amount of RMB 2,300,000). Any severance to which the Employee is entitled pursuant to this section shall be paid in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s termination. (ii) The Executive shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the average annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, as amended (the “Plan”), notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Executive for any health insurance premiums paid by the Executive for continued group health insurance coverage. Such health insurance coverage or reimbursement of premiums shall continue until the earlier of (i) twelve (12) months after the date of the Executive’s Involuntary Termination or (ii) the date on which the Executive commences New Employment.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of an Involuntary Termination (x) by the Company other than for CauseCause and other than due to Employee’s death or Disability, or (y) voluntarily by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: : (iA) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 twenty-four (24) months after the effective date of the termination (the "“Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; ; (iiB) monthly severance payments during the Severance Period equal to 1/12th one-twelfth (1/12th) of the Employee's "’s “target bonus" ” (as defined belowherein) for the fiscal year in which the termination occurs; occurs for each month in which severance payments are made to the Employee pursuant to subsection (iiiA) continuation of health and life insurance benefits through above; (C) a lump sum cash payment equal to the end prorated amount of the Severance Period substantially identical to those to Employee’s “target bonus” for the fiscal year in which the termination occurs, calculated based on the number of months during such fiscal year in which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held employed by the Employee shall become immediately exercisable and vestedCompany (or a successor corporation); (D) if Employee, and shall be considered "Vested Shares" under each such stock option, any spouse and/or dependents of Employee (“Family Members”) has coverage on the date of ------------- Employee’s termination as of employment under a group health plan sponsored by the Company, then reimbursement to 100% Employee of the shares issuable total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) for a period of up to twenty-four (24) months following Employee’s termination of employment or if earlier, the date upon exercise of such option which Employee and shall be exercisable in full in accordance with the provisions of the Option Agreement Employee’s eligible dependents become covered under similar plans, provided that Employee validly elects and Plan pursuant is eligible to which such option was granted; continue coverage under COBRA for Employee and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this AgreementFamily Members, the term "target ------ bonus" shall mean and, provided further, that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at onedetermines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue the group health coverage in effect on the date of Employee’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) for a period of twenty-hundred percent four (100%24) months following Employee’s termination of its operating plan.employment, which payment will be made regardless of whether Employee elects COBRA continuation coverage;

Involuntary Termination. If In the Employee's employment is ----------------------- terminated as a result event of an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the following benefits: following: (i) immediately after the date of termination, a lump-sum amount in immediately available funds equal to the sum of Executive's accrued but unpaid Salary; (ii) an amount equal to one-third (1/3) of Employee's annualized Salary for the current year of the Term payable semi-monthly severance payments during over four (4) months; (iii) the period from continuation of the benefits (or, if such benefits are not available, the after-tax economic equivalent thereof) specified in Section 2.3(b) to which Employee is entitled as of the date of termination for six (6) months after the date of the Involuntary Termination, or, at the election of Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") , cash payment equal to the value of such benefits payable semi-monthly salary which over four (4) months; provided that with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits; (iv) all options held by Employee under the 1998 Plan shall vest immediately; (v) all contractual restrictions on the transfer, sale or pledge of the common stock held by the Employee was receiving ----------------- (or his Affiliates) will be immediately extinguished and released; and (vi) the vested right to receive 25,300 shares of Employers' Series E Convertible Preferred Stock, with such stock to have the terms set forth in the Amended and Restated Put Agreement dated as of August 15, 2002, by and among Employer, UBS Capital Americas III, L.P. and UBS Capital LLC ("Series E Preferred Stock"), less applicable withholding; provided, however, that such shares shall not actually be issued to Employee and Employee shall have no right to receive such shares until immediately prior to the first to occur of: a) a Change of Control; (iiControl of Employer, b) monthly severance payments during a Liquidity Event of Employer, or c) a Liquidation of Employer, as determined under the Severance Period equal Certificate of Designation creating the Series E Preferred Stock of Employer. Prior to 1/12th the first to occur of the Employee's "target bonus" (as defined below) any such events, Employer shall file a Certificate of Designation for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value Series E Preferred Stock if same has not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planalready been done.

Involuntary Termination. If (1) the EmployeeExecutive's employment is ----------------------- terminated as a result by the Company during the term of an Involuntary Termination this Agreement, other than for Cause, the Employee shall be entitled to receive the following benefits: (i) death, (ii) disability as described in this Section 5 (b), (iii)"Cause" as described in this Section 5 (c), (iv) a voluntary termination by the Executive as described in this Section 5 (d), or (2) a "Change in Corporate Control" as described in Section 6 occurs, the Company shall be obligated to make a series of monthly severance payments during to the period Executive for twenty-four (24) months from the date of the Employee's such termination until the date 12 months after the effective date of the termination or Change in Corporate Control (the "Severance Period") ). Each monthly payment shall be equal to one-twelfth (1/12th) of the monthly sum of the (i) Executive's annual base salary which paid during the Employee was receiving ----------------- twelve (12) months immediately prior preceding such termination, and (ii) Bank Covenant Compliance Bonus and Performance Bonus, if any, earned under Section 3 for the fiscal year immediately preceding such termination. The payments made during the last twelve (12) months of the Severance Period shall be reduced by all amounts the Executive receives as compensation for services performed in any position with any new employer (including a position as an officer, employee, consultant or agent, or self-employment as a partner or sole proprietor). The Executive shall also receive such non-forfeitable benefits already earned and payable to her under the Change terms of Controlany deferred compensation, incentive or other benefit plan maintained by the Company, payable in accordance with the terms of the applicable plan. If the Company should, during the term of this Agreement, require the Executive to relocate her business office outside of the Baltimore metropolitan area, the Executive shall have the right, within sixty (60) days following this request, to resign from employment and have such resignation be deemed to be an involuntary termination triggering the severance provisions of this Section 5 (a). If the Company defaults in its obligation to make any severance payments required to be paid under this Section 5 (a) or under Section 2: (i) the provisions of Section 10 shall be inoperable; (ii) monthly the entire unpaid balance of the severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occursshall become immediately due and payable; and (iii) continuation of health and life insurance benefits through if the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held Executive prevails in any suit commenced by the Employee shall become immediately exercisable Executive to collect such severance payments, all costs and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise expenses of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held suit incurred by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above Executive, including reasonable attorneys' fees, shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planExecutive.

Involuntary Termination. If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide services as contemplated by this Agreement and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, as liquidated damages (i) during the remaining term of this Agreement, pay to the Employee monthly one- twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination; (ii) during the remaining term of this Agreement, maintain substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the "Employee's Health Coverage"), except to the extent that the Consolidated Subsidiaries maintain the Employee's employment Health Coverage during such period; and (iii) if the Employee is ----------------------- terminated not fully vested under the Avondale Federal Savings Bank Supplemental Executive Retirement Plan (the "SERP") as a result of an Involuntary Termination other than for Causethe Date of Termination, the Employee shall be entitled deemed to continue to be employed for purposes of the SERP until such time as he is fully vested under the SERP and the Company shall guarantee that he shall receive benefits under the following benefits: SERP accordingly. The payments due under clause (i) monthly severance payments during the period from the date of the Employee's termination until preceding sentence shall be reduced by the date 12 months after the effective date amounts of the termination (the "Severance Period") equal cash compensation, if any, actually paid to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each Consolidated Subsidiaries for such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planperiod.

Involuntary Termination. If the Employee experiences an ----------------------- Involuntary Termination at any time, (i) Mercantile shall pay to the Employee: A. The sum of (1) the Employee's employment is ----------------------- terminated as a result Annual Base Salary through the Date of an Involuntary Termination other than for Cause, to the Employee shall be entitled to receive the following benefits: extent not theretofore paid (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance PeriodAccrued Salary") equal to and (2) the monthly salary product of (x) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year of Mercantile consisting of less than twelve full months or during which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined belowemployed for less than twelve full months) for the most recently completed fiscal year during the Employment Period, if any, or, in the event that a fiscal year of Mercantile has not been completed during the Employment Period as of the Date of Termination, the Minimum Bonus, and (y) a fraction, the numerator of which is the termination occurs; (iii) continuation number of health and life insurance benefits days in the current fiscal year of Mercantile through the end Date of Termination, and the denominator of which is 365 (the sum of the Severance Period substantially identical amounts described in clauses (1) and (2) shall be hereinafter referred to those to which as the Employee was entitled immediately prior "Accrued Obligations"); and B. The greater of (1) the amount equal to the Change product of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) the number of months remaining in the Employment Period on the Date of Termination (the "Continuation Period"), divided by twelve and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes sum of this Agreement, the term "target ------ bonus" shall mean that percentage of (x) the Employee's base salary Annual Base Salary and (y) the Annual Bonus paid or payable (but not less than the Minimum Bonus) for the most recently completed fiscal year of Mercantile during the Employment Period (the "Recent Annual Bonus"), or, in the event that is ----- prescribed by a fiscal year has not been completed during the Company under its Management Bonus Program Employment Period as of the percentage Date of such base salary payable Termination, the Minimum Bonus, and (2) the amount equal to the Company as a bonus if sum of (x) the Company pays bonuses at oneEmployee's Annual Base Salary and (y) the Recent Annual Bonus, payable, in each case, in 24 equal semi-hundred percent monthly installments (100%) of its operating plan.the "Termination Payment"); and

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) below for the fiscal year in which the termination occurs; occurs (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and date (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections subsection (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.,

Involuntary Termination. If the Employee's Executive’s employment is ----------------------- terminated by the Company without Cause (as defined herein) or if Executive resigns from Executive’s employment for Good Reason (as defined herein) (for purposes of clarity, a termination without Cause or for Good Reason does not include a termination that occurs as a result of an Involuntary Termination other than for CauseExecutive’s death or disability), and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation”) and Executive signs and does not revoke a general release of all claims in the Employee form prescribed by the Company (a “Release”) and such Release becomes effective within fifty-five (55) days of Executive’s Separation (the “Deadline”), then, subject to Section 7(f) below and in addition to the Accrued Obligations, Executive shall be entitled to receive the following benefitsreceive: (i) two (2) years of Base Salary, which shall be paid in twenty-four (24) equal monthly severance payments during installments, commencing on the period from the Company’s first normal payroll date of the Employee's termination until the date 12 months that occurs on or after the effective date of Deadline (and in all events within sixty (60) days after the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of ControlSeparation); (ii) monthly severance payments during any unvested portion of any options, restricted stock or other equity or equity-based awards granted by the Severance Period equal Company to 1/12th the Executive under any stock option and stock incentive plans of the Employee's "target bonus" Company or otherwise will, to the extent outstanding immediately prior to such termination of employment, immediately vest and become exercisable (and, in the case of options or similar rights, such rights will remain exercisable for a period of not less than two (2) years following the date of Executive’s Separation (except with respect to any options granted pursuant to a plan intended to qualify under Section 423 of the Internal Revenue Code of 1986, as defined below) for amended (the fiscal year “Code”)), subject to the terms of the applicable plan and award agreement regarding the maximum term of the award and the Company’s ability to terminate or settle the award in which connection with a change in control or similar event as prescribed in the termination occursapplicable plan or award agreement); (iii) continuation of the Company shall reimburse Executive for monthly premiums paid to continue Executive’s (and, if applicable, Executive’s eligible spouse and dependents) Company health insurance under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for two (2) years from the date that Executive (and, if applicable, Executive’s eligible spouse and life insurance benefits through dependents) lose health care coverage as an employee under the end of Company’s health plans until the Severance Period substantially identical to those to earlier of: (1) a date two (2) years after the date health care coverage is lost as an employee; or (2) a date on which the Employee was entitled immediately prior to Executive is covered under the Change medical plan of Controlanother employer, which does not exclude pre-existing conditions; and (iv) each stock option held the Company shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on Company as of the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and Executive’s Separation, for two (2) years following Executive’s Separation, which payments shall be exercisable in full in accordance made on each regularly scheduled due date for such payments beginning with the provisions of first regularly scheduled due date that occurs on or after the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase Deadline (with respect any payments due prior to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse time being made on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan).

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of an Involuntary Termination (x) by the Company other than for CauseCause and other than due to Employee’s death or Disability, or (y) voluntarily by the Employee for Good Reason, then Employee shall be entitled to receive the following benefits: : (iA) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 eighteen (18) months after the effective date of the termination (the "“ COC Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; ; (iiB) monthly severance payments during the COC Severance Period equal to 1/12th one-twelfth (1/12 th ) of the Employee's "target bonus" ’s Target Bonus (as defined belowherein) for the fiscal year in which the termination occurs; occurs for each month in which severance payments are made to the Employee pursuant to subsection (iiiA) continuation of health and life insurance benefits through above; (C) a lump sum cash payment equal to the end prorated amount of the Severance Period substantially identical Employee’s Target Bonus for the fiscal year in which the termination occurs (and a prior fiscal year to those to the extent the bonus for such prior fiscal year has not yet been declared and paid by the Company), calculated based on the number of months during such fiscal year in which the Employee was entitled immediately employed by the Company (or a successor corporation) multiplied by the average of the actual bonus percentage payouts in the two (2) most recent fiscal years prior to the Change year of Control; termination (iv) each stock option held i.e., if Employee is terminated in fiscal year 2019 at a time when the bonus for fiscal year 2018 has not yet been declared and paid, then Employee shall be entitled to receive a prorated Target Bonus for the months employed during fiscal years 2018 and 2019 multiplied by the Employee shall become immediately exercisable average of the actual bonus percentage payouts in fiscal years 2016 and vested2017); and (D) if Employee, and shall be considered "Vested Shares" under each such stock option, any spouse and/or dependents of Employee (“ Family Members”) has coverage on the date of ------------- Employee’s termination as of employment under a group health plan sponsored by the Company, then reimbursement to 100% Employee the employer portion of the shares issuable total applicable premium cost for continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) for a period of up to eighteen (18) months following Employee’s termination of employment or if earlier, the date upon exercise of such option which Employee and shall be exercisable in full in accordance with the provisions of the Option Agreement Employee’s eligible dependents become covered under similar plans, provided that Employee validly elects and Plan pursuant is eligible to which such option was granted; continue coverage under COBRA for Employee and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this AgreementFamily Members, the term "target ------ bonus" shall mean and, provided further, that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (100%including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue the group health coverage in effect on the date of Employee’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) for a period of its operating planeighteen (18) months following Employee’s termination of employment, which payment will be made regardless of whether Employee elects COBRA continuation coverage.

Involuntary Termination. If (i) the Employee's Company involuntarily terminates Executive’s employment is ----------------------- terminated without “Cause” (as defined herein), but excluding a result termination based on Executive’s death or “Disability” (as defined herein); or (ii) Executive voluntarily terminates his employment with the Company due to a “Good Reason Termination” (as defined herein); and (iii) Executive signs and does not revoke a standard release of an Involuntary Termination other claims with the Company within the time period required by such release and in no event later than for Causetwo and one-half (2½) months following the end of the calendar year in which the Executive’s termination of employment occurs, the Employee shall then, subject to Section 9, Executive will be entitled to receive the following benefits: receive: (i) monthly severance payments during the “Severance Payments” (as defined herein); (ii) accelerated vesting (including, the lapse of restrictions) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest solely based on the passage of time and continued service (the “Time-Based Awards”) in an amount equal to the greater of (A) the number of shares that would have vested under such Time-Based Awards had Executive remained employed an additional twelve (12) months from the termination date or (B) fifty percent (50%) of the unvested shares of common stock subject to the Time-Based Awards as of the date of Executive’s termination of employment; (iii) the immediate vesting of fifty percent (50%) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest based on the achievement of performance objectives (the “Performance-Based Awards” and, together with the Time-Based Awards, the “Awards”); (iv) all shares of common stock subject to outstanding stock options granted to Executive by the Company (the “Options”) which are vested as of the date of Executive’s termination of employment (including pursuant to this Section 6(a)) will be exercisable for a period of one (1) year following the date of such termination, provided, however, that in no event will this provision operate to extend an Option beyond the term/expiration date of such Option; and (v) reimbursement for the cost of continued health plan coverage Executive timely elects pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and life insurance coverage for Executive and his dependents for a period of twelve (12) months from the date of the Employee's such termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planemployment.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee's employment is ----------------------- terminated , if the Employee has offered to continue to provide services as a result contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of an Involuntary Termination other than for Causethis Agreement, the Employee shall be entitled to receive the following benefits: Company shall, as liquidated damages: (i) monthly severance payments during the period from remaining term of this Agreement following the date Date of Termination (the “Remaining Term”), (A) pay to the Employee in cash monthly one-twelfth of the Employee's termination until Company Salary at the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- annual rate in effect immediately prior to the Change Date of ControlTermination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, provided that such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) monthly severance payments within 30 days following the date on which the term of this Agreement expires (the “Expiration Date”), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Severance Period equal Remaining Term and had received as covered compensation during such period the amounts payable to 1/12th his under Section 7(a)(i) hereof, over (B) the present value of the Employee's "target bonus" (benefits to which he is actually entitled under such plans as defined below) for of the fiscal year in which the termination occurs; Expiration Date; (iii) continuation of health and life insurance benefits through within 30 days following the end Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the Severance Period substantially identical to those employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Employee was entitled immediately prior Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Change Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to his under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of Control; employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) each stock option held by during the Remaining Term, the Company shall provide the Health Benefits to the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination same terms as if he had continued to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was grantedemployed under this Agreement; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and and (v) outplacement services with a total value not following the expiration of the term of this Agreement, the Company shall make the Health Benefits available to exceed $15,000. The severance payments described in subsections (i) the Employee, provided that the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practiceshis spouse. For purposes of this AgreementSection 7, present value shall be determined by using the term "target ------ bonus" shall mean that percentage UP-1984 mortality table and the same discount rate as would apply to a determination of present value under Section 280G of the Employee's base salary that is ----- prescribed by Internal Revenue Code of 1986, as amended (the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan“Code”).

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: : (ia) monthly severance payments during the period from the date of the Employee's termination until the date 12 twelve (12) months after the effective date of the termination (the "Severance Period") equal to the monthly salary which that the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance , which payments shall be paid during the Severance Period equal to 1/12th in accordance with the Company's standard payroll practices; (b) a pro-rated amount of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; , based on the number of months such Employee was employed during the fiscal year in which termination occurs, with such payment being made on the termination date, PROVIDED, HOWEVER, that if the "target bonus" has not yet been determined for the fiscal year in which the termination occurs, then Employee shall receive such pro-rated amount based on such Employee's bonus actually received, if any, for the prior fiscal year; (iiic) continuation of all health and life insurance benefits through the end of the Severance Period (or, if earlier, until the date on which comparable coverage is made available by a new employer) substantially identical in level and cost to those to which the Employee was entitled immediately prior to the Change of Control; , PROVIDED, however, that if the benefits available to Officers of the Company (ivor successor corporation) are changed after the Employee's termination date, then the Employee's benefits shall be continued at the new level and cost; (d) full and immediate vesting of each unvested stock option granted for the Company's securities and each share of Restricted Stock held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; , and the Company's right each such share of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above Restricted Stock shall be paid during freely transferable to the Severance Period extent so vested in accordance with the provisions of the Stock Purchase Agreement pursuant to which such stock was purchased by Employee; and (e) forgiveness of the principal and accrued interest on any loans outstanding that were executed by Employee in connection with the purchase of shares of the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planCommon Stock.

Involuntary Termination. If (i) the Employee's Company involuntarily terminates Executive’s employment is ----------------------- terminated without “Cause” (as defined herein), but excluding a result termination based on Executive’s death or “Disability” (as defined herein); or (ii) Executive voluntarily terminates his employment with the Company due to a “Good Reason Termination” (as defined herein); and (iii) Executive signs and does not revoke a standard release of an Involuntary Termination other than for Causeclaims with the Company, the Employee shall then, subject to Section 9, Executive will be entitled to receive the following benefits: receive: (i) monthly severance payments during the “Severance Payments” (as defined herein); (ii) accelerated vesting (including, the lapse of restrictions) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest based on the passage of time and continued service (the “Time-Based Awards”) in an amount equal to the greater of (A) the number of shares that would have vested under such Time-Based Awards had Executive remained employed an additional twelve (12) months from the termination date or (B) fifty percent (50%) of the unvested shares of common stock subject to the Time-Based Awards as of the date of Executive’s termination of employment; (iii) the immediate vesting of fifty percent (50%) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest based on the achievement of performance objectives (the “Performance-Based Awards” and, together with the Time-Based Awards, the “Awards”); (iv) all shares of common stock subject to outstanding stock options granted to Executive by the Company (the “Options”) which are vested as of the date of Executive’s termination of employment (including pursuant to this Section 6(a)) will be exercisable for a period of one (1) year following the date of such termination, provided, however, that in no event will this provision operate to extend an Option beyond the term/expiration date of such Option; and (v) reimbursement for the cost of continued health plan coverage Executive timely elects pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and life insurance coverage for Executive and his dependents for a period of twelve (12) months from the date of the Employee's such termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planemployment.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly If the Company terminates Executive’s employment for any reason other than death, Disability (as defined in Section 4(d) hereof) or Cause, or Executive resigns from his employment hereunder for Good Reason (such termination or resignation or being hereinafter referred to as an “Involuntary Termination”), (1) Executive shall receive payment of the Accrued Obligations; (2) the Company will pay to Executive as severance payments during (the period from “Severance Payments”) a cash lump-sum equal to twenty-four (24) months of Executive’s then-current Salary, payable six months after the date of termination of employment provided Executive has continued to comply with his obligations under Section 5; and (3) any Annual Performance Bonus and/ additional bonus payment earned in the Employee's termination until prior year but not yet paid, if applicable.. Such Severance Payments shall be subject to Executive’s execution of a customary release of all claims against the Company and its affiliates within sixty (60) days of termination, promptly provided to Executive, in a form prescribed by the Company and accepted by Executive and which does not release any payments (including the Annual Performance Bonus and additional bonus payments, to the extent earned) due Executive for his performance under this Agreement, or interests of Executive in the Assignment Agreement, does not release indemnification rights or D&O insurance as described in Section 6, and does not contain any post-employment restrictions or conditions that are in addition to those contained in this Agreement (the “Release”). For the sake of clarity, in the event that as of the date 12 months after of a termination pursuant to this paragraph Executive has achieved the effective date performance goals or milestones specified for all or part of the termination current year’s Annual Performance Bonus and/or additional bonus payments, he shall remain eligible to, and provided he has continued to comply with his obligations under Section 5, receive as of the date he would have otherwise received such bonus had he remained employed, the portion of such bonus commensurate with such acheivements of goals and/or milestones, respectively. (ii) In the "Severance Period"event of Executive’s Involuntary Termination, Executive (and his covered dependants, if any) equal shall continue to participate on the monthly salary which the Employee was receiving ----------------- same terms and conditions as are in effect immediately prior to such termination or resignation in the Change Company’s health and medical plans provided to Executive pursuant to Section 3(g) above at the time of Control; such Involuntary Termination for (iiA) monthly severance payments during six (6) months or (B) until Executive obtains other gainful employment and is covered by a health and medical plan, whichever occurs first. In the Severance Period equal event that the Company’s health and medical plans at the time of such termination or resignation do not permit the Executive to 1/12th continue to participate, Executive’s COBRA expenses for himself and his covered dependants, if any, shall be reimbursed by the Company for the earlier of (A) or (B), above. Nothing in this Agreement affects the obligations of the Employee's "target bonus" (as defined below) for Company or diminishes the fiscal year in which the termination occurs; rights of Executive under COBRA. (iii) continuation The date of health and life insurance benefits through termination of employment without Cause shall be the date specified in a written notice of termination to Executive. The date of resignation for Good Reason shall be the date specified in a written notice of resignation from Executive to the Company, but no more than ninety (90) days from the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Controlcure period specified in Section 4(a)(iii) (if applicable); (iv) each stock option held by the Employee shall become immediately exercisable and vestedprovided, and however, that no such written notice shall be considered "Vested Shares" under each such stock option, on effective unless the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable cure period specified in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and Section 4(a)(iii) (vif applicable) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by has expired without the Company under its Management Bonus Program as having corrected the percentage of such base salary payable event or events subject to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plancure.

Involuntary Termination. If Notwithstanding anything herein to the contrary, the Company shall have the right, at any time upon notice to the Employee, to terminate the Employee's employment. If, during the Employment Period, the Company terminates the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Causereasons set forth in Sections 5(a) through 5(d) above, the Employee shall be deemed to have been "terminated involuntarily" (such termination being referred to herein as an "involuntary termination") and the Company shall pay to the Employee the following amounts: (i) to the extent not theretofore paid, the Company shall pay the Salary through the date of such involuntary termination as well as that portion of any bonus determined pursuant to Section 3(c)(ii) of this Agreement in respect of a prior calendar year which had been deferred; (ii) the Company shall pay the Employee on the date of such involuntary termination an amount equal to two years of the Salary, plus the amount of the bonus paid to the Employee pursuant to Section 3(c)(ii) of this Agreement on account of each of the two calendar years preceding the year in which such involuntary termination occurs; (iii) with respect to the year in which such involuntary termination occurs, in the event that a bonus would have been payable to the Employee pursuant to Section 3(c)(ii) of this Agreement in respect of such year had this Agreement not been terminated, the Employee shall be entitled to receive a pro-rated amount of such bonus based on a fraction in which the numerator is the number of days in the calendar year in which this Agreement terminated that the Employee provided services to the Company and the denominator is 365, with such bonus payment to be paid in one cash lump sum paid as soon as practicable following benefits: delivery of audited financial statements for the year in which this Agreement is involuntarily terminated; and (iiv) monthly severance payments during the period from Company shall pay in one cash lump sum any vacation days accrued but unused as of the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planinvoluntary termination.

Involuntary Termination. If (i) Executive terminates his employment with the Employee's employment is ----------------------- terminated as a result of Company due to an Involuntary Termination or (ii) the Company terminates Executive’s employment with the Company for (x) other than for “Cause” (as defined herein), (y) death or (z) Disability, and Executive signs and does not revoke a standard release of claims and non-disparagement agreement with the Employee shall Company, then Executive will be entitled to (x) receive the following benefits: continuing payments of severance pay (iless applicable withholding taxes) monthly severance payments during the at a rate equal to his Base Salary rate, as then in effect, for a period of either one (1) month from the date of the Employee's such termination until the date 12 months after the effective date of the if such termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately occurs prior to the Change of Control; first six (ii6) monthly severance payments during the Severance Period equal to 1/12th months of the Employee's "target bonus" Effective Date; will be accumulated at a rate of two (as defined below2) for the fiscal year in which the termination occurs; months every twelve (iii12) continuation months of health and life insurance benefits through the end service after first six (6) months of the Severance Period substantially identical service up to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not of eight (8)months to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period periodically in accordance with the Company's standard ’s normal payroll practicespolicies; (y) subject to the provisions of Section 8 below. The Executive will be eligible for the number of months as described above based on the complete quarters of service. For purposes example, should the termination occur on the thirteenth month of service the Executive will be eligible for one (1) month of service after the first six (6) months plus two (2) months for each complete year of service for the total of three (3) months. Also, Executive will have his Stock Option Grant vesting accelerated by one year. Continued payment by the Company of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the lesser of (A) six (6) months from the effective date of such termination, (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans, or (C) the date Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Code); provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Notwithstanding anything to the contrary in this Agreement, if the term "target ------ bonus" shall mean that percentage Company’s stock is publicly-traded on an established securities market on the date of Executive’s termination, any cash severance payments otherwise due to Executive pursuant to this Section 7(a) on or within the Employee's base salary that is ----- prescribed by six-month period following Executive’s termination will accrue during such six-month period and will become payable in a lump sum payment on the Company under its Management Bonus Program as date six (6) months and one (1) day following the percentage date of such base salary payable to the Company as a bonus Executive’s termination if the Company pays bonuses at one-hundred percent (100%) reasonably determines that the imposition of its operating planadditional tax under Section 409A of the Code will apply to an earlier payment of such cash severance payments. All subsequent payments will be payable as provided in this section.

Involuntary Termination. If In the Employee's employment is ----------------------- terminated as a result event of an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the following benefits: following: (i) immediately after the date of termination, a lump-sum amount in immediately available funds equal to the sum of Executive's accrued but unpaid Salary; (ii) an amount equal to one-third (1/3) of Employee's annualized Salary for the current year of the Term payable semi-monthly severance payments during over four (4) months; (iii) the period from continuation of the benefits (or, if such benefits are not available, the after-tax economic equivalent thereof) specified in Section 2.3(b) to which Employee is entitled as of the date of termination for six (6) months after the date of the Involuntary Termination, or, at the election of Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") , cash payment equal to the value of such benefits payable semi-monthly salary which over four (4) months; provided that with respect to any benefit to be provided on an insured basis, such value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected net cost to the Company of providing such benefits; (iv) all options held by Employee under the 1998 Plan shall vest immediately; (v) all contractual restrictions on the transfer, sale or pledge of the common stock held by the Employee was receiving ----------------- will be immediately extinguished and released; and (vi) the vested right to receive 24,300 shares of Employers' Series E Convertible Preferred Stock, with such stock to have the terms set forth in the Amended and Restated Put Agreement dated as of August 15, 2002, by and among Employer, UBS Capital Americas III, L.P. and UBS Capital LLC ("Series E Preferred Stock"), less applicable withholding; provided, however, that such shares shall not actually be issued to Employee and Employee shall have no right to receive such shares until immediately prior to the first to occur of: a) a Change of Control; (iiControl of Employer, b) monthly severance payments during a Liquidity Event of Employer, or c) a Liquidation of Employer, as determined under the Severance Period equal Certificate of Designation creating the Series E Preferred Stock of Employer. Prior to 1/12th the first to occur of the Employee's "target bonus" (as defined below) any such events, Employer shall file a Certificate of Designation for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value Series E Preferred Stock if same has not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planalready been done.

Involuntary Termination. If In the Employee's event the Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination (other than for Causea CIC Involuntary Termination), the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employee's termination until release has elapsed, a lump sum payment in cash equal to [ONE AND A HALF TIMES (1.5X)][ONE TIMES (1X)][SEVENTY FIVE PERCENT (75%) OF] the date 12 Executive’s annual Base Salary as of the Date of Termination; and (iii) for twelve (12) months after the effective date Date of Termination, continuation of the termination Benefits in which the Executive was enrolled as of the Date of Termination (subject to any changes to Benefits as are applied to similarly-situated active employees), with the "Severance Period"full premium cost for such coverage to be borne by the Company; provided, however, that if the Executive commences employment with another employer during such twelve (12) month period and is eligible to receive medical benefits under the new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; and (iv) within fifteen (15) calendar days after the period for revocation of the release has elapsed, a lump sum payment in an amount equal to the monthly salary which employer contributions to the Employee Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that (A) all benefits under any such retirement plans were fully vested, (B) the Executive’s compensation during such twelve (12) months was receiving ----------------- the same as it had been immediately prior to the Change Date of ControlTermination, and (C) the Executive would have made contributions at the level necessary to receive the maximum matching contribution provided under such plans; and (iiiv) monthly severance payments during reimbursement, up to [$15,000][$4,870], for outplacement services reasonably selected by the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through Executive incurred by the end of the Severance Period substantially identical second calendar year after termination of employment such reimbursement to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held occur by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% end of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If the Employee's your employment is ----------------------- terminated or you terminate your employment as a result of an Involuntary Termination other than for CauseTermination, the Employee shall you will be entitled to receive the following benefits: (i) monthly severance payments during ; provided, however, that if you and the Company or any successor entity mutually agree for you to provide transition services for a period from the date of the Employee's termination until the date 12 up to twelve months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; , you will begin to receive the following benefits at the end of such transition period (or, if the Company or any successor entity significantly breaches the terms of the transition period, thirty (30) days after you provide written notice of the breach, to the extent the Company or any successor entity has not cured such breach within such thirty (30) day period), and provided further that you use your best efforts in good faith to reach agreement with the Company or any successor entity that requests you to provide transition services in accordance with this paragraph and on financial terms consistent with your Employment Agreement, and that such agreement is not unreasonably withheld. (i) severance pay, equal to your base salary and target bonus as of the date your employment ceases, for the Severance Period and according to normal Company payroll practices and commencing with the month immediately after the month in which your employment so ceases; (ii) monthly severance payments during coverage under the Company’s health, life, dental and other insurance programs for the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occursPeriod; and (iii) continuation accelerated vesting of health all stock options, other forms of equity compensation (for example, any grants of stock appreciation rights, restricted stock or phantom stock) and life insurance benefits through the end other forms of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option long-term compensation held by the Employee shall become immediately exercisable and vestedyou, and shall be considered "Vested Shares" under each such stock option, on including those granted after the date of ------------- termination as this Letter. All outstanding vested stock options granted prior to 100% January 1, 2006 will remain exercisable until the later of (i) the 15th day of the shares issuable upon exercise tenth month after the month of such option the termination of your employment or (ii) the December 31st of the year of the termination of your employment and all outstanding vested stock options granted on or after January 1, 2006 will remain exercisable until the twelve month anniversary of your date of termination; provided however, that all outstanding options shall be exercisable in full in accordance with subject to earlier termination under Sections 7 and 11 of the 1999 Plan (or comparable provisions of the Option Agreement and Plan pursuant to option plan under which such the option was is granted; ) and the Company's right of repurchase with respect to such shares “Expiration Date” and any shares previously issued upon exercise of stock options held by maximum term as defined in the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during award agreement evidencing the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planoptions.

Involuntary Termination. If (i) If, prior to the expiration of the Term, the Company terminates the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination for any reason other than Disability or Cause or Employee resigns from his employment hereunder for CauseGood Reason (collectively hereinafter referred to as an "INVOLUNTARY TERMINATION"), the Company shall pay to the Employee shall be entitled his Salary and accrued Bonus up to receive the following benefits: (i) monthly severance payments during the period from and including the date of such Involuntary Termination, as well as any unreimbursed expenses. In addition, the Employee's termination until Company shall continue to pay to the date 12 months after the effective date of the termination Employee as severance (the "Severance PeriodSEVERANCE PAYMENTS") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard normal payroll practices. For purposes , his Salary, at the rate in effect immediately prior to such Involuntary Termination, plus his maximum Bonus as described in Section 3(b), in each case for the greater of one year or the remainder of the Term. (ii) In the event of the Employee's Involuntary Termination, the Employee shall continue to participate on the same terms and conditions as are in effect immediately prior to such termination or resignation in the Company's health and medical plans provided to the Employee pursuant to Section 3(e) above at the time of such Involuntary Termination for a period equal to the greater of (x) one year following the Involuntary Termination or (y) the remainder of the Term (the "CONTINUATION PERIOD"); PROVIDED, HOWEVER, that the Company shall have no obligation to continue to maintain during the Continuation Period any plan or program solely as a result of the provisions of this Agreement, but this obligation shall apply in respect of any substitute plan. (iii) In addition, in the term "target ------ bonus" shall mean that percentage event of the Employee's base salary Involuntary Termination, all of the Employee's then-outstanding options to purchase shares of the Parent's common stock shall continue to vest for the longer of (A) the remainder of the Term or (B) twelve months; PROVIDED, HOWEVER, that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company extent that any such option vests on an annual basis, the Employee shall also be vested as to a bonus pro-rata portion of the next tranche through the longer of (A) the remainder of the term or (B) twelve months. The Employee shall be entitled to retain the vested portion of his options as if the Company pays bonuses at one-hundred percent (100%) of its operating planhe had remained an Employee until such options otherwise expire in accordance with their terms.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to at the Change time of Controlsuch termination, which payments shall be paid during the Severance Period in accordance with the Company's standard payroll practices; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs (or for the prior fiscal year if a target bonus has not yet been determined for the fiscal year in which the termination occurs); (iii) continuation of all health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change termination, or to those being offered to officers of Controlthe Company, or a successor corporation, if the Company's benefit programs are changed during the Severance Period; (iv) full and immediate vesting of each stock option unvested Option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of so that each such option and shall be exercisable in full on the termination date in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary in effect on the termination date multiplied by that percentage of such base salary that is ----- prescribed by the Company under its Management Executive Bonus Program as the percentage of such base salary payable to the Company Employee as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If at any time during the Employee's employment is ----------------------- terminated as a result term of an Involuntary Termination this Agreement other than for Causefollowing a Change in Control to which Section 7(c) applies the Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, the Employee then Executive shall be entitled to receive the following benefitsfollowing: (i) monthly severance payments during salary and vacation accrued through the Termination Date plus continued salary for a period of three (3) years following the Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal time to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; time, (ii) monthly severance payments during at the Severance Period equal to 1/12th Termination Date 100% of the EmployeeExecutive's "target bonus" (as defined below) bonus for the fiscal year in which the termination occurs; Termination Date occurs plus any unpaid bonus from the prior fiscal year, (iii) continuation of health and life insurance benefits through following the end of the Severance Period substantially identical to those to fiscal year in which the Employee was entitled immediately prior Termination Date occurs and management bonuses have been determined, a pro rata share (based on the proportion of the fiscal year during which Executive remained an employee of the Company) of the bonus that would have been payable to Executive under the Change bonus plan in excess of Control; 100% of Executive's target bonus for the fiscal year, (iv) each following the end of the first fiscal year following the fiscal year in which the Termination Date occurs, 100% of Executive's target bonus for such following fiscal year (or, if the target bonus for such year was not previously set, then 100% of Executive's target bonus for the fiscal year in which the Termination Date occurred), (v) acceleration in full of vesting of all outstanding stock option options, TARPs and other equity arrangements subject to vesting and held by Executive (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for (A) in the Employee shall become immediately exercisable and vestedcase of the Fiscal 1999 Option Grant, the Fiscal 2000 Option Grant, any future option grants, and shall be considered "Vested Shares" under each such stock option, all prior option grants having an exercise price per share equal to or less than the fair market value of the Company's Common Stock on the date hereof, one year following the Termination Date and (B) in the case of ------------- termination all other option grants, 90 days following the Termination Date, or in the case of any option such longer period as to 100% may be provided in the applicable plan or agreement), (vi) (A) for three (3) years following the Termination Date, continuation of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and group health benefits at the Company's right of repurchase with respect cost pursuant to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practicesprograms as in effect from time to time (or at the Company's election substantially similar health benefits as in effect at the Termination Date, through a third party carrier) for Executive, his spouse and any children, and (B) thereafter, to the extent COBRA shall be applicable to the Company, continuation of health benefits for such persons at Executive's cost, for a period of 18 months or such longer period as may be applicable under the Company's policies then in effect, provided the Executive makes the appropriate election and payments, (vii) continuation of Executive's auto benefits for one year following the Termination Date, and (viii) no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 7(c) in the case of a termination following a Change in Control. For purposes of this AgreementNotwithstanding the foregoing, however, the term "target ------ bonus" Company shall mean that percentage of not be required to continue to pay the Employee's base salary that is ----- prescribed by bonus specified in clauses (iii) or (iv) hereof for any period following the Company under its Management Bonus Program as Termination Date if Executive violates the percentage of such base salary payable to noncompetition agreement set forth in Section 12 during the Company as a bonus if three (3) year period following the Company pays bonuses at one-hundred percent (100%) of its operating planTermination Date.

Involuntary Termination. If In the Employee's event Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination other than for CauseTermination, the Employee Executive shall be entitled to receive the following benefits: receive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employee's termination until release has elapsed, the date 12 amount in cash equal to the sum of (x) one (1) times the Executive’s annual Base Salary and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the effective date period for revocation of the termination release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the "Severance Period"new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the monthly salary which contributions to the Employee was receiving ----------------- Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (12) months were the same as it had been immediately prior to the Change Date of ControlTermination; and (iiv) monthly severance payments during reimbursement, up to $15,000, for outplacement services reasonably selected by the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through Executive incurred by the end of the Severance Period substantially identical second calendar year after termination of employment such reimbursement to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held occur by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% end of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If the Employee's ’s employment with the Company is ----------------------- terminated as a result of an Involuntary Termination other than for CauseTermination, then the Employee shall be entitled to receive the following severance benefits: : (i) monthly The Employee shall be entitled to receive severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") pay in an amount equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-one hundred percent (100%) of its operating planher annual base salary as in effect at the time of such termination. Any severance to which the Employee is entitled pursuant to this section shall be paid in a lump sum, less applicable withholding, within thirty (30) days following the Employee’s termination. If any severance is paid to the Employee by the Company or any subsidiary of the Company as mandated under PRC Labor Law, the severance pay in this clause will be reduced by the amount of the mandated severance. (ii) The Employee shall be entitled to receive a separation bonus equal to the gross amount of fifty percent (50%) of the average annual performance bonus paid to the Executive for the two (2) most recent fiscal years for which bonuses have been paid prior to the termination date. (iii) With respect to any unvested options to purchase shares of the stock of the Company held by the Employee; Section 12.1 (b) of the 2005 Equity Incentive Plan, as amended (the “Plan”), notwithstanding, if a Change in Control occurs and the “Acquiror”, as defined in the Plan, does not assume the “Awards”, as defined in the Plan, held by Employee, then all such Awards held by Employee shall become fully vested and exercisable as of a date ten (10) business days prior to the occurrence of the closing of the transaction resulting in the Change in Control, with any acceleration and exercise subject to, and conditional upon, the actual closing of such transaction.” (iv) The Employee shall be entitled to exercise all vested options to purchase shares of the stock of the Company held be the Employee (including any options to purchase shares that become vested for a period of twelve (12) months after the date of such termination (notwithstanding anything to the contrary otherwise provided under the terms and conditions of such options)). (v) The Company shall, if permitted under the Company’s existing health insurance plans, continue the Executive’s existing group health insurance coverage. If not so permitted, the Company shall reimburse the Executive for any health insurance premiums paid by the Executive for continued group health insurance coverage. Such health insurance coverage or reimbursement of premiums shall continue until the earlier of (i) twelve (12) months after the date of the Executive’s Involuntary Termination or (ii) the date on which the Executive commences New Employment.

Involuntary Termination. If In the event of the Involuntary Termination of the Employee's employment is ----------------------- terminated , if the Employee has offered to continue to provide services as a result contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of an Involuntary Termination other than for Causethis Agreement, the Employee shall be entitled to receive the following benefits: Company shall, as liquidated damages: (i) monthly severance payments during the period from remaining term of this Agreement following the date Date of the Employee's termination until the date 12 months after the effective date of the termination Termination (the "Severance PeriodRemaining Term"), (A) equal pay to the Employee in cash monthly salary which one-twelfth of the Employee was receiving ----------------- Company Salary at the annual rate in effect immediately prior to the Change Date of ControlTermination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) monthly severance payments within 30 days following the date on which the term of this Agreement expires (the "Expiration Date"), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Severance Period equal Remaining Term and had received as covered compensation during such period the amounts payable to 1/12th him under Section 7(a)(i) hereof, over (B) the present value of the Employee's "target bonus" (benefits to which he is actually entitled under such plans as defined below) for of the fiscal year in which the termination occurs; Expiration Date; (iii) continuation of health and life insurance benefits through within 30 days following the end Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the Severance Period substantially identical to those employer contributions to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Employee was entitled immediately prior Company or the Bank if he were 100% vested thereunder, had continued to be employed by the Change Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to him under Section 7(a)(i) hereof and assuming that he had made during such period the maximum amount of Control; employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) each stock option held by during the Remaining Term, the Company shall provide the Health Benefits to the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination same terms as if he had continued to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was grantedemployed under this Agreement; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and and (v) outplacement services with a total value not following the expiration of the term of this Agreement, the Company shall make the Health Benefits available to exceed $15,000. The severance payments described in subsections (i) the Employee, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practiceshis spouse. For purposes of this AgreementSection 7, present value shall be determined by using the term "target ------ bonus" shall mean that percentage UP-1984 mortality table and the same discount rate as would apply to a determination of present value under Section 280G of the Employee's base salary that is ----- prescribed by Internal Revenue Code of 1986, as amended (the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan"Code").

Involuntary Termination. If In the event of the Involuntary Termination of the Employee's employment is ----------------------- terminated , if the Employee has offered to continue to provide services as a result contemplated by this Agreement, and such offer has been declined, then, subject to Section 7(b) of an Involuntary Termination other than for Causethis Agreement, the Employee shall be entitled to receive the following benefits: Company shall, as liquidated damages: (i) monthly severance payments during the period from remaining term of this Agreement following the date Date of the Employee's termination until the date 12 months after the effective date of the termination Termination (the "Severance PeriodRemaining Term"), (A) equal pay to the Employee in cash monthly salary which one-twelfth of the Employee was receiving ----------------- Company Salary at the annual rate in effect immediately prior to the Change Date of ControlTermination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full fiscal years preceding the Date of Termination, PROVIDED THAT such payments shall be reduced by the amounts of cash compensation, if any, actually paid to the Employee by the Consolidated Subsidiaries for such period; and (B) continue to provide the benefits described in Section 5(c) and Section 5(d) of this Agreement; (ii) monthly severance payments within 30 days following the date on which the term of this Agreement expires (the "Expiration Date"), pay to the Employee in a lump sum in cash an amount equal to the excess of (A) the present value of the aggregate benefits to which she would be entitled under any and all qualified and non-qualified defined benefit pension plans covering executive officers of the Company or the Bank if she were 100% vested thereunder, had continued to be employed by the Company and the Bank during the Severance Period equal Remaining Term and had received as covered compensation during such period the amounts payable to 1/12th her under Section 7(a)(i) hereof, over (B) the present value of the Employee's "target bonus" (benefits to which she is actually entitled under such plans as defined below) for of the fiscal year in which the termination occurs; Expiration Date; (iii) continuation of health and life insurance benefits through within 30 days following the end Expiration Date, pay to the Employee in a lump sum in cash an amount equal to the present value of the Severance Period substantially identical to those employer contributions to which she would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by or covering executive officers of the Employee was entitled immediately prior Company or the Bank if she were 100% vested thereunder, had continued to be employed by the Change Company and the Bank during the Remaining Term and had received as covered compensation during such period the amounts payable to her under Section 7(a)(i) hereof and assuming that she had made during such period the maximum amount of Control; employee contributions, if any, required or permitted under such plans for an individual receiving such covered compensation; (iv) each stock option held by during the Remaining Term, the Company shall provide the Health Benefits to the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination same terms as if she had continued to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was grantedemployed under this Agreement; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and and (v) outplacement services with a total value not following the expiration of the term of this Agreement, the Company shall make the Health Benefits available to exceed $15,000. The severance payments described in subsections (i) the Employee, PROVIDED THAT the Employee reimburses the Company for the amount the Company pays to third parties that is attributable to the Health Benefits for the Employee and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practicesher spouse. For purposes of this AgreementSection 7, present value shall be determined by using the term "target ------ bonus" shall mean that percentage UP-1984 mortality table and the same discount rate as would apply to a determination of present value under Section 280G of the Employee's base salary that is ----- prescribed by Internal Revenue Code of 1986, as amended (the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan"Code").

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Cause, the Employee shall be entitled to receive the following benefits: (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) below for the fiscal year in which the termination occurs; occurs (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and date (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections subsection (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary dollar amount that is ----- prescribed in your offer letter and established by the Company under its Management Bonus Program as the percentage a portion of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating plan.

Involuntary Termination. If Employee separates from service from the Employee's employment is ----------------------- Company on account of being involuntarily terminated as a result of an Involuntary Termination by the Company for reasons other than for Cause, the Employee shall be entitled to receive paid the following benefits: amounts vested under Paragraphs 1(a) and 1(b) on the earlier of (i) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; February 1, 2011, or (ii) monthly severance payments during the Severance Period equal to 1/12th March 15th of the Employee's "target bonus" (as defined below) for year following the fiscal year in which the termination occurs; Employee separates from service provided that in any event such payment must not occur until at least six (iii6) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practicesmonths following Employee’s separation from service. For purposes of this AgreementParagraph 2(e) only, Employee shall be deemed to be vested in the term "target ------ bonus" shall mean that percentage annual amount provided for in Paragraph 1(a) for purposes of payment under the Employee's base salary that preceding sentence which would have been earned in the calendar year in which the Employee is ----- prescribed involuntarily te minated from employment by the Company even though Employee fails to be employed as President of the Company on the Employment Vesting Date for that calendar year. In addition, with respect to any amount which would have been vested under its Management Bonus Program Paragraph 1(b) for the annual performance period during which Employee is involuntarily terminated based on Employee’s actual satisfaction of the written annual performance criteria except for Employee’s failure to be actively employed as President of the percentage Company on the Performance Vesting Date because of such base salary payable his involuntary termination from employment, Employee shall be vested and entitled to be paid the amount attributable to this annual performance period based on actual performance. In addition, Employee is also entitled to be paid amounts provided under Paragraphs 1(a) and 1(b) previously vested at the time of his involuntary termination of service from the Company. (For example, if Employee had in fact achieved 100% of the written annual performance criteria at his separation from service date on account of involuntary termination measured against the 2008 annual performance period, Employee would be entitled to the Company maximum base value payout of restricted stock units for the 2008 performance period and the amount of $100,000 even though Employee was not employed as a bonus if President of the Company pays bonuses at one-hundred percent (100%) of its operating planon December 31, 2008.)

Involuntary Termination. If Notwithstanding anything herein to the contrary, the Company shall have the right, at any time upon notice to the Employee, to terminate the Employee's employment. If, during the Employment Period, the Company terminates the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination other than for Causereasons set forth in Sections 5(a) through 5(d) above, the Employee shall be deemed to have been "terminated involuntarily" (such termination being referred to herein as an ("involuntary termination") and the Company shall pay to the Employee the following amounts: (i) to the extent not theretofore paid, the Company shall pay the Salary through the date of such involuntary termination as well as that portion of any bonus determined pursuant to Section 3(c)(ii) of this Agreement in respect of a prior calendar year which had been deferred; (ii) the Company shall pay the Employee on the date of such involuntary termination an amount equal to two years of the Salary, plus the amount of the bonus paid to the Employee pursuant to Section 3(c)(ii) of this Agreement on account of each of the two calendar years preceding the year in which such involuntary termination occurs; (iii) with respect to the year in which such involuntary termination occurs, in the event that a bonus would have been payable to the Employee pursuant to Section 3(c)(ii) of this Agreement in respect of such year had this Agreement not been terminated, the Employee shall be entitled to receive a pro-rated amount of such bonus based on a fraction in which the numerator is the number of days in the calendar year in which this Agreement terminated that the Employee provided services to the Company and the denominator is 365, with such bonus payment to be paid in one cash lump sum paid as soon as practicable following benefits: delivery of audited financial statements for the year in which this Agreement is involuntarily terminated; and (iiv) monthly severance payments during the period from Company shall pay in one cash lump sum any vacation days accrued but unused as of the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planinvoluntary termination.

Involuntary Termination. If the Employee's ’s employment is ----------------------- terminated as a result of an Involuntary Termination (x) by the Company other than for Cause, or (y) voluntarily by the Employee for Good Reason, then the Employee shall be entitled to receive the following benefits: : (iA) monthly severance payments during the period from the date of the Employee's ’s termination until the date 12 nine (9) months after the effective date of the termination (the "“Severance Period"”) equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; termination date; (iiB) monthly severance payments during the Severance Period equal to 1/12th one-twelfth (1/12th) of the Employee's "target bonus" ’s Target Bonus for the fiscal year in which the termination occurs for each month in which severance payments are made to the Employee pursuant to subsection (as defined belowA) above; (C) a lump sum cash payment equal to the prorated amount of the Employee’s Target Bonus for the fiscal year in which the termination occurs; (iii) continuation , calculated based on the number of health and life insurance benefits through the end of the Severance Period substantially identical to those to months during such fiscal year in which the Employee was entitled immediately employed by the Company (and a prior fiscal year to the extent the bonus for such prior fiscal year has not yet been declared and paid by the Company) multiplied by the average of the actual bonus percentage payouts in the two (2) most recent years prior to the Change year of Control; termination (iv) each stock option held i.e., if Employee is terminated in fiscal year 2016 at a time when the bonus for fiscal year 2015 had not yet been declared and paid, then Employee shall be entitled to receive a prorated Target Bonus for the months employed during fiscal years 2015 and 2016 multiplied by the Employee shall become immediately exercisable average of the actual bonus percentage payouts in fiscal years 2013 and vested2014); (D) if Employee, and shall be considered "Vested Shares" under each such stock option, any Family Members has coverage on the date of ------------- Employee’s termination as of employment under a group health plan sponsored by the Company, then reimbursement to 100% Employee the employer portion of the shares issuable total applicable premium cost for continued group health plan coverage under COBRA for a period of up to nine (9) months following Employee’s termination of employment or if earlier, the date upon exercise of such option which Employee and shall be exercisable in full in accordance with the provisions of the Option Agreement Employee’s eligible dependents become covered under similar plans, provided that Employee validly elects and Plan pursuant is eligible to which such option was granted; continue coverage under COBRA for Employee and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this AgreementFamily Members, the term "target ------ bonus" shall mean and, provided further, that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement Income Security Act of 1974, as amended), the Company will in lieu thereof provide to Employee a taxable lump sum payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue the group health coverage in effect on the date of Employee’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage) for a period of nine (9) months following Employee’s termination of employment, which payment will be made regardless of whether Employee elects COBRA continuation coverage; and (E) fifty percent (10050%) of its operating planEmployee’s then-outstanding and unvested Equity Awards shall automatically vest in full and become immediately exercisable or issued.

Involuntary Termination. If Executive’s employment with the Employee's employment is ----------------------- terminated as a result of an Involuntary Termination Company terminates other than for “Cause” (as defined herein), the Employee death or disability, and subject to Section 11, Executive shall be entitled to receive the following benefits: (i) monthly severance payments during the period from a lump sum payment due and payable within thirty (30) days after the date of the Employee's termination until the date 12 months after the effective date Executive’s “separation from service” (as defined in regulations promulgated under Section 409A of the termination Internal Revenue Code of 1986, as amended (the "Severance Period"“Code”)) and equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Controltwo times his Base Salary as then in effect; (ii) monthly severance payments during the Severance Period equal to 1/12th immediate vesting and exercisability (if applicable) of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise subject to all of Executive’s stock awards (other than PSUs) to acquire Company Common Stock outstanding on the date of such option and shall be exercisable in full in accordance with termination (the provisions “Stock Awards”); (iii) prorated vesting of the Option Agreement and Plan pursuant to which such option was granted; and PSUs based on (A) the closing price of the Company's right ’s Common Stock as of repurchase with respect the termination date, relative to such shares the performance of the PSU peer group as of the termination date and any shares previously issued upon exercise (B) the period of stock options held by time that had elapsed as of the Employee shall immediately lapse on such datetermination date relative to the term of the PSUs; and (viv) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed continued provision by the Company under its Management Bonus Program as of the percentage level of group health coverage provided by the Company to Executive at the time of such base salary payable to termination, including payment by the Company of the necessary premiums for coverage of Executive and Executive’s eligible dependents with group health continuation coverage under Title X of the Consolidated Budget Reconciliation Act of 1985, as a bonus amended (“COBRA”) and then, if applicable, individual health coverage under the Company pays bonuses individual policy required to be offered Executive for coverage of Executive and Executive’s eligible dependents at one-hundred percent the end of the COBRA coverage period through the lesser of (100%x) eighteen (18) months from the effective date of its operating plansuch termination, or (y) the date upon which Executive and each of Executive’s eligible dependents become covered under similar plans; provided, however, that Executive timely elects such COBRA coverage.

Involuntary Termination. If at any time during the Employee's employment is ----------------------- terminated as a result term of an Involuntary Termination this Agreement (other than for Causefollowing a Change in Control to which Section 7(c) applies) the Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, or if the Employee Company elects not to renew this Agreement upon the expiration of the Employment Term and Executive within ninety (90) days following the expiration of the Employment Term terminates his employment, then, subject to Executive signing and not revoking a general release of claims against the Company and its successors, Executive shall be entitled to receive the following benefitsfollowing: (i) monthly severance payments during Base Salary and PTO accrued through the Termination Date plus continued Base Salary for a period of twenty-four months following the Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal time to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; time, (ii) monthly severance payments during at the Severance Period equal to 1/12th Termination Date, 200% of the EmployeeExecutive's "target bonus" (as defined below) Target Bonus for the fiscal year in which the termination Termination Date occurs; , and any earned but unpaid bonus from the prior fiscal year, (iii) continuation of health 24 months' continued vesting under all outstanding stock options and life insurance benefits through other equity arrangements subject to vesting and held by Executive other than any award that vests pursuant to performance-based criteria (such other awards to include the end Stock Grant) (and in this regard, all such options and other exercisable rights held by Executive shall remain exercisable for 30 days following the last day of the Severance Period substantially identical to those to which the Employee was entitled immediately prior 24 month continued vesting period, subject to the Change maximum term of Control; the award), (iv) each stock option held by the Employee shall become immediately exercisable and vestedreimbursement for premiums incurred to continue group health benefits (or, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and at the Company's right of repurchase with respect election, to such shares obtain substantially similar health benefits through a third party carrier) for twenty-four (24) months for Executive, his spouse and any shares previously issued upon exercise of stock options held by children, provided the Employee shall immediately lapse on such date; Executive makes the appropriate election, and (v) outplacement services with no other compensation, severance or other benefits, except only that this provision shall not limit any benefits otherwise available to Executive under Section 7(c)(ii) in the case of a total value not Change in Control. Notwithstanding the foregoing, if Executive violates the provisions set forth in Section 12, Executive no longer shall be entitled to exceed $15,000. The receive any severance payments described in subsections (i) and (ii) above benefits and Executive's outstanding stock options and other equity arrangements shall be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planexpire immediately.

Involuntary Termination. If In the Employee's event Executive’s employment is ----------------------- terminated as a result of under circumstances constituting an Involuntary Termination other than for CauseTermination, the Employee Executive shall be entitled to receive the following benefitsreceive: (i) monthly severance payments during within fifteen (15) calendar days after the Date of Termination, the Executive’s Accrued Compensation and Pro-Rata Bonus through the Date of Termination; and (ii) within fifteen (15) calendar days after the period from the date for revocation of the Employee's termination until release has elapsed, the date 12 amount in cash equal to the sum of (x) two (2) times the Executive’s annual Base Salary and (y) the Executive’s Target Bonus in effect as of the Date of Termination; and (iii) for eighteen (18) months after the effective date period for revocation of the termination release has elapsed continuation of the Benefits, as if the Executive’s employment had not been terminated; provided, however, that if the Executive commences employment with another employer during such eighteen (18) month period and is eligible to receive medical benefits under the "Severance Period"new employer’s plan(s), the Benefits shall terminate as of the date the Executive becomes eligible to receive such benefits; (iv) within fifteen (15) calendar days after the after the period for revocation of the release has elapsed, an amount equal to the monthly salary which contributions to the Employee was receiving ----------------- Company’s retirement plans on behalf of the Executive that would have been made for the benefit of the Executive if the Executive’s employment had continued for twelve (12) months after the Date of Termination, assuming for this purpose that all benefits under any such retirement plans were fully vested and that the Executive’s compensation during such twelve (12) months were the same as it had been immediately prior to the Change Date of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such dateTermination; and (v) reimbursement, up to $15,000, for outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during reasonably selected by the Severance Period in accordance with Executive incurred by the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage end of the Employee's base salary that is ----- prescribed second calendar year after termination of employment such reimbursement to occur by the Company under its Management Bonus Program as end of the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planfollowing calendar year.

Involuntary Termination. If the Employee's employment is ----------------------- terminated as a result of Executive experiences an Involuntary Termination other than for Causeprior to the end of the Term, such termination of employment shall be subject to the Company’s obligations under this Section 7(a). If such Involuntary Termination occurs, the Employee Company shall: (i) pay to the Executive or the Executive’s beneficiary a cash payment equal to three (3) times the sum of (A) the Executive’s then Base Salary (excluding any reductions to Base Salary that may have triggered such termination), plus (B) the Executive’s Target Bonus (the “Severance Payment”), provided, however, that, in no event shall the Severance Payment be less than $750,000.00; (ii) continue COBRA benefits for a period of up to eighteen (18) months following the Date of Termination, at no cost to the Executive; provided that the Executive is eligible for and elects such coverage; (iii) accelerate the vesting of any outstanding equity awards if so provided pursuant to the terms of such awards or as provided herein; (iv) pay to the Executive a Pro Rata Bonus, if any; and (v) provide the Executive with executive level outplacement services for a period of up to one (1) year, as may be needed. In addition to the foregoing, in connection with an Involuntary Termination, the Executive shall be entitled to receive the following benefits: (iA) monthly severance payments during the period from the date of the Employee's termination until the date 12 months after the effective date of the termination (the "Severance Period") equal to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health any accrued but unpaid Base Salary and life insurance benefits any accrued but unused vacation through the end Date of Termination, (B) reimbursement of any expenses incurred through the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change Date of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full Termination in accordance with Section 4(d), and (C) all vested benefits and amounts under any plan, program or arrangement, the provisions of the Option Agreement payment and Plan pursuant to which such option was granted; and the Company's right of repurchase other rights with respect to such shares and any shares previously issued upon exercise of stock options held which shall be governed by the Employee terms thereof (the benefits listed in this subparagraph collectively, the “Accrued Compensation”). Except as may be provided by Section 21(b), if applicable, the Severance Payment and Pro Rata Bonus provided herein, shall immediately lapse be paid in a single lump sum on the forty-fifth (45th) day following the Date of Termination provided that the Executive executes, and does not revoke, a release and waiver, in the form attached hereto as Exhibit B (the “Release”) prior to such date; forty-fifth (45th) day. If the Release has not become irrevocable on or before such forty-fifth (45th) day, the Executive shall forfeit any right to the Severance Payment (and the benefits set forth in subparagraphs (ii), (iii), and (v) outplacement services with a total value not to exceed $15,000above). The severance payments described in subsections (i) and (ii) above If the Executive should die after amounts become payable under this Section 7(a), such amounts shall thereafter be paid during the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage of the Employee's base salary that is ----- prescribed by the Company under its Management Bonus Program as the percentage of such base salary payable to the Company as a bonus if the Company pays bonuses at one-hundred percent (100%) of its operating planExecutive’s estate.

Involuntary Termination. If Employee’s employment with the Employee's employment is ----------------------- terminated as a result of Company shall be subject to an Involuntary Termination other than for CauseTermination, the Employee shall be entitled to receive the Accrued Obligations and, subject to the provisions of Section 16.09, the Company will, as additional compensation for services rendered to the Company (including its Affiliates), pay to Employee the following benefits: amounts and take the following actions after the last day of Employee’s employment with the Company: (ia) if the Involuntary Termination occurs prior to a Change in Control or on or after the second anniversary of the Change in Control, pay to Employee in equal monthly severance payments during installments an amount in cash equal to the period from Severance Amount, the first installment to be paid on the date that is 60 days after the date of Employee’s termination of employment with the Employee's termination until Company and subsequent installments to be paid on the date 12 months after the effective date first day of each of the termination (next 11 calendar months thereafter or such lesser number of installments such that no installment is paid after March 1st of the "Severance Period") year following the year in which Employee’s employment was terminated, with each installment equal to the monthly salary which Severance Amount divided by the total number of such installments to be paid; (b) if the Involuntary Termination occurs on the date of a Change in Control or before the second anniversary of the Change in Control, pay to Employee was receiving ----------------- immediately on the date that is 60 days after the date of Employee’s termination of employment with the Company a lump sum cash payment in an amount equal to the Severance Amount; (c) if the Involuntary Termination occurs during a calendar year prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal calendar year in which the termination Agreement Termination Date occurs, pay to Employee on the Actual Bonus Payment Date an amount in cash equal to the Actual Bonus; (iiiprovided, however, that if this paragraph applies with respect to an Actual Bonus for a calendar year beginning on or after January 1, 2010 and is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee Code, then this paragraph shall become immediately exercisable and vested, and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase apply with respect to such shares Actual Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; (d) if the Involuntary Termination occurs during the calendar year in which the Agreement Termination Date occurs, pay to Employee on the Pro Rata Bonus Payment Date an amount in cash equal to the Pro Rata Bonus; provided, however, that if the Pro Rata Bonus is intended to constitute performance-based compensation within the meaning of, and any shares previously issued upon exercise for purposes of, Section 162(m) of stock options held the Code, then this paragraph shall apply with respect to such Pro Rata Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code; and (e) during the portion, if any, of the 18-month period following the date of Employee’s termination of employment with the Company that Employee elects to continue coverage for Employee and Employee’s eligible dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall immediately lapse promptly reimburse Employee on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections monthly basis for the difference, if any, between (i) the amount Employee pays to effect and continue such coverage and (ii) above the amount charged to a similarly situated active employee of the Company for similar coverage. Notwithstanding the foregoing, if Employee is entitled to receive severance payments under Section 8.02(a) or (b), as applicable, and under Section 8.02(c), the aggregate amount payable pursuant to Sections 8.02(a) or (b), as applicable, and Section 8.02(c) (the “Aggregate Severance Amount”) shall be paid during reduced (but not below zero) by the Severance Period in accordance with the Company's standard payroll practices. For purposes of this Agreementfair market value, the term "target ------ bonus" shall mean that percentage as of the Employee's base salary ’s Date of Termination of Employment, of the Restricted Stock held by Employee that is ----- prescribed has then vested, or that may vest at any time after the Employee’s Date of Termination of Employment (the “Carried Amount”). If the Carried Amount exceeds the Aggregate Severance Amount prior to the commencement of payment of any of the severance benefits described in Section 8.02(a) or (b), as applicable, and Section 8.02(c), then Employee shall not be entitled to receive any payments pursuant to 8.02(a) or (b), as applicable, or Section 8.02(c). If the Carried Amount does not exceed the Aggregate Severance Amount prior to the commencement of payment of any of the severance benefits described in Sections 8.02(a) or (b), as applicable, and Section 8.02(c), then the reduction shall be effected as follows: first, the payment provided for in Section 8.02(c) shall be reduced by the Company under its Management Bonus Program as Carried Amount if the percentage of such base salary payable Carried Amount or any portion thereof has been paid prior to the Company payment date provided for in Section 8.02(c), and if necessary, payments of the amounts provided for in Section 8.02(a) or (b), as applicable, shall be reduced pro rata by any additional Carried Amount. If at any time after the commencement of payment of the severance benefits described in Section 8.02(a) or (b), as applicable, and Section 8.02(c), the Carried Amount not yet applied as a bonus if reduction in the severance benefits exceeds the remaining severance benefits to be paid, the Company pays bonuses at one-hundred percent shall cease to make any further payments in respect of either severance benefit, but no amount previously paid to Employee pursuant to Section 8.02(a) or (100%b), as applicable, and Section 8.02(c) of its operating planshall be repaid to the Company.

Involuntary Termination. (i) Involuntary Termination during First Year of Employment. ------------------------------------------------------- If the EmployeeCompany terminates the Executive's employment is ----------------------- terminated as a result Employment "Without Cause" or the Executive resigns for "Good Reason" during the first year of an Involuntary Termination other than for CauseEmployment, then the Employee Executive shall be entitled to receive the following termination benefits: : (iA) monthly severance payments during the period from the date Payment of the Employee's termination until the date 12 months after the effective date of the termination his then-current Base Salary (the "Severance Period") equal subject to the monthly salary which the Employee was receiving ----------------- immediately prior to the Change of Control; (ii) monthly severance payments during the Severance Period equal to 1/12th of the Employee's "target bonus" (as defined below) for the fiscal year in which the termination occurs; (iii) continuation of health and life insurance benefits through the end of the Severance Period substantially identical to those to which the Employee was entitled immediately prior to the Change of Control; (iv) each stock option held by the Employee shall become immediately exercisable and vestedapplicable tax withholding), and shall be considered "Vested Shares" under each such stock option, on the date of ------------- termination as to 100% of the shares issuable upon exercise of such option and shall be exercisable in full in accordance with the provisions of the Option Agreement and Plan pursuant to which such option was granted; and the Company's right of repurchase with respect to such shares and any shares previously issued upon exercise of stock options held by the Employee shall immediately lapse on such date; and (v) outplacement services with a total value not to exceed $15,000. The severance payments described in subsections (i) and (ii) above shall be paid during the Severance Period payable in accordance with the Company's standard normal payroll practices. For purposes of this Agreement, the term "target ------ bonus" shall mean that percentage ; (B) Payment of the Employee's base salary that is ----- prescribed by full Target Bonus specified in Section 2(c); (C) Reimbursement for the expenses incurred in continuing his medical coverage for himself and his dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for twelve (12) months, provided the Executive makes a timely election for such continued coverage; and (D) Acceleration of vesting of his Option Shares as set forth in either Section 2(d)(i)(B) or (C), as applicable. (ii) Involuntary Termination on or after the First Year of ----------------------------------------------------- Employment. If the Company under its Management Bonus Program as terminates the percentage Executive's Employment "Without Cause" ---------- or the Executive resigns for "Good Reason" at any time on or after the first year of such base salary payable Employment, then the Executive shall be entitled to the Company following termination benefits: (A) Payment of 12 months of his then-current Base Salary (subject to applicable tax withholding), payable in accordance with the Company's normal payroll practices; (B) Payment of his Target Bonus on a pro rata basis for the period in which the termination occurs (as though all milestones applicable to such bonus have been achieved), less all applicable tax withholding, which amount, if any, shall be payable in accordance with the terms of the Company's bonus program; (C) Reimbursement for the expenses incurred in continuing his medical coverage for himself and his dependents under COBRA for twelve (12) months, provided the Executive makes a bonus if timely election for such continued coverage; and (D) Acceleration of the Company pays bonuses at one-hundred percent vesting of his Option Shares as provided in either Section 2(d)(i)(B) or (100%) of its operating planC), as applicable.