Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive's beneficiaries) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's his employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination andSeparation from Service, as liquidated damages in respect of claims based on provisions of this Agreement and provided to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined belowSeparation from Service that are subject to reimbursement pursuant to Section 7(a) and ending on the later of (iz) the third anniversary of the Commencement Date and (ii) the second anniversary payment for vacation time accrued as of the Date of Termination; plus Separation from Service but unused (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax), (y) and (B) of this Section 7(f)(iz), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of a Qualifying TerminationExecutive’s Separation from Service as described in this Section 8(f)(i), Employer shallprovided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (A) (1) during the Severance Period, provide Executive continued coverage under period commencing on the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to first business day following the Date of TerminationSeparation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate receive, in substantially equal installments, in accordance with the costs to Employer under this Section 7(f)(i)Company’s regular payroll policies, except that Continued Benefits shall be canceled an amount equal to the extent lesser of any comparable benefit coverage offered to Executive during (x) the Severance Period by a subsequent employer or other Person Safe Harbor Amount (as defined below) for which Executive performs servicesand (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, including but not limited to consulting services. (ii) If Executive's employment the “Initial Severance Payment”); provided, that such payments shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during commence on the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through 60th day following the Date of Termination or as provided in Section 3 above. In additionSeparation from Service (the “Commencement Date”), in provided, further, that the case of any such termination due to Executive's death or Disability, if first installment payment shall equal the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus installments that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede made between the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder Separation from Service and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.Commencement Date; and

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's her employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiariesher (x) his full Base Salary through the Date of Termination andSeparation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as liquidated damages of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions of Executive’s Separation from Service as described in this Agreement and Section 9(f)(i), provided that Executive executes and delivers a general release to the Company, within the applicable period of all claims time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his Base Salary, at the rate in effect hereunder immediately prior payments of an amount equal to the Qualifying Terminationsum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in equal installments on Employer's in accordance with the Company’s regular payroll datespolicies, for during the period (such period, the "Severance Period") beginning on the Date of Termination first business day immediately following the six (as defined below6) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second month anniversary of the Date of Termination; plusSeparation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of TerminationSeparation from Service, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination Separation from Service and the denominator of which is equal to 365, lesssuch amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect period commencing on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum Separation from Service and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) ending on the installments one year anniversary of the Base Salary then remaining to be paid to Executive pursuant to clause Date of Separation from Service (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the “Severance Period, provide Executive continued coverage ”) under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"7(a) for Executive and her eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. (E) Notwithstanding any other provision of this Section 9(f)(i), if a Change in Control (as defined below) occurs within twelve (12) months following the Commencement Date and, within twelve months (12) months following the date of such Change in Control, Executive experiences a Separation from Service with the Company due to the Company’s termination of her employment Without Cause or Executive’s resignation for Good Reason, then the amounts payable to Executive under Section 9(f)(i)(A) and Section 9(f)(i)(B) shall be multiplied by two (2), but otherwise payable in accordance with Section 9(f)(i)(A) and Section 9(f)(i)(B), respectively. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Omnibus Plan or such other plan providing for equity-based incentive compensation maintained by the Company for employees at Executive’s grade level that the Company designates, in its sole discretion. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i9(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive pursuant to this Section 9(f) be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If In the event of Executive's ’s Separation from Service due to a termination of her employment shall terminate (x) upon his her death or due to his Disability or if Employer shall terminate Executive's employment (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, his beneficiariesto her estate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 aboveSeparation from Service. In addition, if Executive’s employment shall terminate upon her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the case event of any such termination due Executive’s death, to Executive's death or Disabilityher estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeparation from Service, Employer shall pay Executive but in no event later than two and a half (or his beneficiaries if applicable21/2) an amount, payable in one lump sum as soon as reasonably practicable months following receipt by the Board end of the consolidated financial statements of the Company for applicable fiscal year in which such Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365was earned. (iii) Executive Except as specifically set forth in this Section 9(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (Period, Employer shall pay to Executive his full Base Salary through the Date of Termination and an amount equal to the pro rata amount of annual incentive compensation for the portion of the fiscal year preceding the Date of Termination that would have been payable to Executive pursuant to Section 4(a) if he had remained employed for the entire fiscal year, determined on the basis of the actual performance achieved by Employer through the Date of Termination and the performance objectives established for such fiscal year, pro rated to reflect the calculation of such annual incentive compensation for the portion of the fiscal year preceding the Date of Termination. In addition, in the event of any such termination, a "Qualifying Termination"), Employer shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries) his full Base Salary through the Date of Termination and), as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts:damages, (A) his Average Base Salary, at the rate in effect hereunder immediately prior to the Qualifying TerminationSalary (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plusTermination (such period, the "Severance Period") and (B) if on the Company achieves last day of each calendar month included in the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeverance Period, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board amount equal to one-twelfth of the consolidated financial statements of the Company for such Average Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, lessas defined below); and (C) continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the amount"Continued Benefits") during the period commencing on the Termination Date and ending on the earlier of (i) Executive's 65th birthday and (ii) the - -- date of Executive's death, if anysubject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid or payable to Executive by senior executives of Employer under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, such plans as in effect on the Date of Termination (a "Severance Program")from time to time; provided that Employer may, at any time, pay to Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to the present value (xas determined by Employer using a discount rate equal to the then prevailing applicable federal short-term rate under section 1274(d) of the Internal Revenue Code of 1986, as amended) of the sum of the installments of the Average Base Salary and Average Annual Bonus then remaining to be paid to Executive pursuant to clause clauses (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall (i) payments of Base Salary and Average - Annual Bonus will be canceled to reduced, but not below zero, by the extent amount of any comparable benefit coverage offered to compensation earned by Executive (whether paid currently or deferred) during any portion of the Severance Period by a from any subsequent employer or other Person (as defined in Section 17(k) below) for which Executive performs services, including but not limited to consulting services. , and (ii) If Executive's employment Continued Benefits shall terminate upon his death be -- reduced or due canceled if comparable medical benefit coverage is provided or offered to his Disability Executive by any subsequent employer or if Employer shall terminate Executive's employment other Person for Cause or which Executive shall terminate his employment without Good Reason during the Employment Periodperforms services, Employer shall pay Executive (orincluding but not limited to consulting services, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of at any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes time after the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days of the Date of Termination, (x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect to the extent not previously paid; (y) the pro-rata amount of claims the Annual Bonus (based on provisions the amount paid for the previous year) which is accrued through the date of this Agreement termination; and provided (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to the terms hereof, and payment for paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a general release Release and Discharge of all claims All Claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A“Release”) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on within 30 days after the Date of Termination (as defined belowafter giving effect to any time given to Executive to withdraw such Release under applicable State or Federal laws), Executive shall be entitled to the following payments and benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) and ending the Executive’s Base Salary (at the Base Salary being paid on the later Date of Termination), for the longer of: (ix) the third anniversary remaining Employment Period (assuming Executive’s employment had not terminated) or (y) six (6) months (the “Severance Period”), payable in installments in accordance with the Company’s regular payroll policies for six months after the Date of Termination, with the first installment being paid on the Company’s regular pay date following the day which is 30 days after the Date of Termination (the “Payment Commencement Date”) (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and (ii) with subsequent installments being based on the second Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Termination; plusand (B) if the Company achieves Executive’s Annual Bonus (at the performance objectives established under amount of the Annual Bonus Plan paid to the Executive for the Bonus Year that includes year prior to the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that which would have been paid to the Executive had Executive’s employment continued for the Severance Period, duly apportioned for any partial year, such amount to be payable to Executive for such Bonus Year pursuant to Section 4(bon the one year anniversary date of the Date of Termination; and (C) under the Bonus Plan had he remained employed for Executive shall automatically vest in all employee welfare and benefit plans in which the entire Bonus Year, multiplied by (2) a fraction, the numerator Executive was participating as of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, such benefits shall be paid or payable to Executive under in accordance with the terms of any severance plansuch plans, severance policyincluding, severance program or severance practice of Employer or any of its Affiliates applicable without limitation, Options issued to Executive, Executive which shall immediately vest and shall be issued to Executive as in effect if Executive completed his employment on the Date third anniversary of Termination this Agreement; and (a "Severance Program"); provided that Employer mayD) Notwithstanding anything to the contrary contained herein, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses the extent the aggregate amount to be paid to the Executive pursuant to Subsections (A) and (B) of this Section 7(f)(i5(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), an for the calendar year of such Date of Termination (the “401(a)(17) Limit”), then payment of such amount equal to that is in excess of two (x2) times the installments of the Base Salary then remaining to 401(a)(17) Limit shall not be paid to Executive pursuant to clause during the sixth (A6) above, and months following the amount, if any, then remaining to Date of Termination but instead shall be paid to Executive pursuant to clause in a lump sum payment on the next day after the date which is six (B6) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to months following the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i5(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 13(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing shall not relieve Executive of the non-competition prohibitions provided in Section 7 below. (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason ’s Disability, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination. If the Company shall terminate Executive’s employment for Cause, Employer the Company shall pay Executive the termination benefits, as provided in clauses (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Terminationx) and the denominator (z) of which is equal to 365Section 5(f)(i). (iii) Executive Except as specifically set forth in this Section 5(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereofCompany or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, provided that (x) any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not be entitled to receive any payments accelerate the time or benefits schedule of a payment of Deferred Compensation except as permitted under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Treasury Regulation Section 7(f) shall supersede the provisions of any such plan, policy, program or practice1.409A-3(j)(4)(xiii), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's his employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination andSeparation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as liquidated damages of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions of Executive’s Separation from Service as described in this Agreement and Section 9(f)(i), provided that Executive executes and delivers a general release to the Company, within the applicable period of all claims time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his Base Salary, at the rate in effect hereunder immediately prior payments of an amount equal to the Qualifying Terminationsum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in installments on Employer's equal installments, in accordance with the Company’s regular payroll datespolicies, for during the period (such period, the "Severance Period") beginning on the Date of Termination first business day immediately following the six (as defined below6) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second month anniversary of the Date of Termination; plusSeparation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of TerminationSeparation from Service, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination Separation from Service and the denominator of which is equal to 365, lesssuch amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect period commencing on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum Separation from Service and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) ending on the installments one year anniversary of the Base Salary then remaining to be paid to Executive pursuant to clause Date of Separation from Service (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the “Severance Period, provide Executive continued coverage ”) under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"7(a) for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i9(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If In the event of Executive's ’s Separation from Service due to a termination of his employment shall terminate (x) upon his death or due to his Disability or if Employer shall terminate Executive's employment (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 aboveSeparation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the case event of any such termination due Executive’s death, to Executive's death or Disabilityhis estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeparation from Service, Employer shall pay Executive but in no event later than two and a half (or his beneficiaries if applicable21/2) an amount, payable in one lump sum as soon as reasonably practicable months following receipt by the Board end of the consolidated financial statements of the Company for applicable fiscal year in which such Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365was earned. (iii) Executive Except as specifically set forth in this Section 9(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In Termination Prior to the Scheduled Expiration Date Due to the Executive’s Death or Disability, by the Company for Cause, or by the Executive Without Good Reason. Upon termination of the Employment Period prior to the Scheduled Expiration Date due to the Executive’s death or Disability, by the Company for Cause, or by Executive Without Good Reason, the Executive (or his estate as the case may be) shall be entitled to (1) payment of earned but unpaid base salary, if any, in accordance with Section 2(a) hereof and unreimbursed business expenses in accordance with Section 3(b) hereof; (2) any vested benefits as of the Date of Termination under any tax-qualified plan maintained, or contributed to, by the Capital One Group, the Executive Life Insurance Program (the “ELIP”) (or any successor death benefit program), the Excess Cash Balance Plan, the Excess Savings Plan, or any disability benefits program sponsored by the Capital One Group, in accordance with the terms and conditions of each such plan or program, and any benefit required by Section 4980B of the Code (“COBRA”); (3) the waiver by the Company of any obligation that the Executive might otherwise have pursuant to the terms and conditions of the EntrepreneurGrant V Agreement to reimburse the Company for any Foregone Compensation (as defined in the EntrepreneurGrant V Agreement); (4) other than in the event of a termination of the Employment Period by the Company for Cause in accordance herewith, (x) the benefit of the Company’s obligations with respect to certain gross-up payments set forth in Section 9 of the Amended and Restated Change of Control Employment Agreement dated as of January 25, 2000, by and between the Executive and the Company, which Section is made a part of this Agreement as though set forth herein (provided that the words “Anything in this Agreement to the contrary notwithstanding” shall be deleted from the beginning of Section 9(a) thereof) and (y) the Company’s payment, to the full extent permitted by law, of all legal fees and expenses which the Executive may reasonably incur solely as a result of any contest by the Executive about the amount of any payment pursuant to Section 4(g)(i)(4)(x) of this Agreement in which there is a reasonable basis for the claims or defenses asserted by the Executive and such claims and defenses are asserted by the Executive in good faith (regardless of the outcome thereof), plus interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; and (5) continued treatment of the EntrepreneurGrant I Options and the EntrepreneurGrant II Options in accordance with Section 2(d) and Section 2(f) hereof and the Continuing Options in accordance with Section 2(e) and Section 2(f) hereof; provided, however, that any termination of the Employment Period due to the Executive's employment ’s Disability shall be deemed to be a termination by Employer reason of retirement on account of a Disability approved by the committee administering the Plan for purposes of determining the time period for exercising the EntrepreneurGrant I Options and the EntrepreneurGrant II Options. (ii) Termination of Employment Period on the Scheduled Expiration Date or Prior to the Scheduled Expiration Date by the Company Without Cause or a termination by the Executive of his employment for Good Reason in either such case during Reason. Upon termination of the Employment Period on the Scheduled Expiration Date or prior to the Scheduled Expiration Date by the Company Without Cause or by the Executive for Good Reason: (any such termination, a "Qualifying Termination"), Employer shall pay to 1) The Executive (or, following or his death, to Executive's beneficiaries) estate in the event of his full Base Salary through death after the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying TerminationApril 30, which 2008) shall be entitled to severance payments at an annualized rate of Seven hundred fifty thousand dollars ($750,000), payable in installments on Employer's in accordance with the Company’s regular payroll datespractices applicable to salaries of senior executives, for the period beginning on the later of (x) the Date of Termination and (y) January 1, 2004 and ending on April 30, 2008. (2) In the event the Executive elects COBRA coverage in accordance with federal law, the Company will assume as of the Date of Termination the cost of the employer’s portion of the monthly premium and the 2% COBRA administrative fee (such periodamounts together, the "Severance “COBRA Subsidy”) for each of the eighteen (18) months the Executive and his eligible dependents are enrolled (the “COBRA Period"”). The Executive will pay the remaining balance of the COBRA premium directly to the COBRA administrator. In the event the Executive elects COBRA coverage, the Company will continue the participation of the Executive and his eligible dependents in its group health plan, to the extent permitted by its terms, for the period commencing on the termination of the COBRA Period and ending on April 30, 2008, and will continue to pay an amount equal to the COBRA Subsidy toward the cost of such continued coverage for each month the Executive and his eligible dependents are enrolled. In the event the Executive’s (and that of his eligible dependents) beginning continued participation in the Company’s group health plan is not permitted by its terms following the termination of the COBRA Period, for each month during the period commencing on the termination of the COBRA Period and ending on April 30, 2008 in which the Executive and his eligible dependents are not enrolled in such group health plan, the Company will pay to the Executive an amount equal to the COBRA Subsidy to assist the Executive in purchasing private medical insurance. Should the Executive become covered under another party’s health insurance plan or should the Executive die between the Date of Termination and April 30, 2008, all payments by the Company under this Section 4(g)(ii)(2) shall immediately be terminated. The Executive agrees to notify the Company of the date that he becomes covered under another party’s health insurance plan. (3) For the period commencing on the Date of Termination (as defined below) and ending on the later earlier of (iA) the third anniversary of date the Commencement Date Executive becomes eligible to receive coverage under a group life insurance program not sponsored by the Company and (ii) the second anniversary of the Date of Termination; plus (B) April 30, 2008, the Executive shall continue to be eligible to participate in the Capital One Executive Life Insurance Program (the “ELIP”) based upon a deemed annual base salary rate of $750,000. During such period, the Company will continue to pay the employer portion of the premiums associated with the life insurance coverage under the ELIP and the Executive will be responsible for the employee portion of the premiums. The Executive will have ninety (90) days from the date the Company’s contributions end to determine whether to continue independently the life insurance coverage amount or a lesser amount under the ELIP in accordance with the terms of the ELIP. For such ninety (90) day period, the Executive shall be solely responsible for any premiums or other costs associated with his participation in the ELIP. In the event the Company replaces the ELIP with another death benefit program, the Company will provide coverage to the Executive under such death benefit program comparable to his coverage under the ELIP immediately prior to its replacement through the earlier of (x) the date the Executive becomes eligible to receive coverage under a group life insurance program not sponsored by the Company and (y) April 30, 2008; provided that the Executive shall be responsible for the employee portion of any premiums or costs associated with such death benefit program in accordance with the terms and conditions thereof; provided further that if the Executive is not eligible to participate in such death benefit program, the Company achieves shall otherwise arrange for comparable life insurance coverage and the performance objectives established Executive shall be responsible for any premiums or costs associated with such coverage comparable to the employee portion of premiums or costs under such death benefit program. In such case, when the Bonus Plan Executive’s coverage ends pursuant hereto, the Company will provide the Executive with information regarding his choices for continuing coverage, if any, under such death benefit program. The Executive agrees to notify the Bonus Year Company immediately of the date that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt he becomes eligible to receive coverage under a group life insurance program not sponsored by the Board of Company. (4) For the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede period commencing on the Date of Termination and ending on April 30, 2008, the denominator of which is Executive shall continue to be entitled to an annual allowance under the Executive Financial Service Program (“EFSP”) in an amount equal to 365the average annual cost of services the Executive received under the EFSP for the 2000, less2001 and 2002 calendar years. (C5) For the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect period commencing on the Date of Termination (a "Severance Program"); provided that Employer mayand ending on April 30, at any time2008, the Company will continue to pay to the monthly monitoring fee for the Executive’s home security system, if any, in accordance with the Company’s applicable policy. (6) For the period commencing on the Date of Termination and ending on April 30, 2008, the Company will continue to provide the Executive with a single lump sum leased automobile (including payment of all reasonably related expenses and charges) in satisfaction accordance with the Company’s applicable policy. (7) For the period commencing on the Date of Employer's obligations under clauses Termination and ending on April 30, 2008, (A) in connection with the Executive’s home offices in the United States and the United Kingdom, the Company shall continue to provide reasonable maintenance and technical support of any existing office equipment and provide telephone and facsimile services, in all cases to the extent provided as of the Commencement Date, and (B) the Executive shall have access to the Company’s travel office for purposes of this Section 7(f)(i), an amount equal to (x) the installments securing any then available discount for personal travel of the Base Salary then remaining to be paid to Executive pursuant to clause and his family. (8) For the period commencing on the Date of Termination and ending on the earlier of (A) abovethe date the Executive becomes a full-time employee, consultant or independent contractor for an entity unrelated to the Capital One Group, (B) the retirement of such assistant from employment with the Capital One Group and (C) April 30, 2008, the Company shall provide the Executive with the full-time services of his current executive assistant (during which period such assistant shall continue to be an employee of the Company and remain on the payroll of the Company). (9) The Executive shall be entitled to (A) the waiver by the Company of any obligation that the Executive might otherwise have pursuant to the terms and conditions of the EntrepreneurGrant V Agreement to reimburse the Company for any Foregone Compensation (as defined in the EntrepreneurGrant V Agreement); (B) the benefit of the Company’s obligations with respect to certain gross-up payments set forth in Section 9 of the Amended and Restated Change of Control Employment Agreement dated as of January 25, 2000, by and between the Executive and the amountCompany, which Section is made a part of this Agreement as though set forth herein (provided that the words “Anything in this Agreement to the contrary notwithstanding” shall be deleted from the beginning of Section 9(a) thereof); and (C) the Company’s payment, to the full extent permitted by law, of all legal fees and expenses which the Executive may reasonably incur solely as a result of any contest by the Executive about the amount of any payment pursuant to Section 4(g)(ii)(9)(B) of this Agreement in which there is a reasonable basis for the claims or defenses asserted by the Executive and such claims and defenses are asserted by the Executive in good faith (regardless of the outcome thereof), plus interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (10) The EntrepreneurGrant I Options and EntrepreneurGrant II Options (to the extent still outstanding) shall remain exercisable until July 30, 2004, upon which date such EntrepreneurGrant I Options and EntrepreneurGrant II Options shall expire (and during such time shall be treated in accordance with Section 2(f) hereof) and the Continuing Options shall be treated in accordance with Section 2(e) and Section 2(f) hereof. (11) The Executive shall be entitled to (A) payment of earned but unpaid base salary, if any, then remaining to be paid to Executive pursuant to clause in accordance with Section 2(a) hereof and unreimbursed business expenses in accordance with Section 3(b) hereof, and (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event vested benefits as of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination under any tax-qualified plan maintained, or as provided in Section 3 above. In additioncontributed to, by the Capital One Group, the Excess Cash Balance Plan, the Excess Savings Plan, or any disability benefits program sponsored by the Capital One Group, in accordance with the case terms and conditions of each such plan or program, and any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt benefit required by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365COBRA. (iii) Notwithstanding anything in this Agreement to the contrary, upon termination of the Employment Period for any reason (including its scheduled expiration) other than death, as a condition to the receipt of the payments and benefits described in Section 4(g)(i)(3) (in the case of a termination of the Employment Period prior to the Scheduled Expiration Date by the Company for Cause), Sections 4(g)(i)(3) and 4(g)(i)(4) (inclusive) (in the case of a termination of the Employment Period prior to the Scheduled Expiration Date due to the Executive’s Disability or by Executive Without Good Reason), and Sections 4(g)(ii)(1) through (9) (inclusive) (in the case of a termination of the Employment Period on the Scheduled Expiration Date or prior to the Scheduled Expiration Date by the Company Without Cause or by the Executive for Good Reason), the Executive shall be entitled required to receive all amounts payable execute a Release of Claims Agreement in the form of Exhibit A attached hereto and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer such agreement shall have become effective and irrevocable in accordance with its terms. (iv) Except as specifically set forth in this Section 4(g), the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such Capital One Group plan, policy, program program, practice, agreement or practice arrangement providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 7(f4(g) shall supersede the provisions of any such plan, policy, program or practice) and no other amounts or benefits shall be due the Executive hereunder, other than pursuant to Section 18 hereof (to the extent applicable), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's his employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to Executive, within thirty (30) days of the Date of Separation from Service, his (x) Base Salary through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 10(a) and (z) payment for vacation time accrued as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in either the event of Executive’s Separation from Service as described in this Section 11 (f)(i), provided that Executive executes and delivers to the Company and does not revoke, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (1) During the period commencing on the first business day following the Date of Separation from Service and ending on the 30-month anniversary of the Separation from Service (the “Severance Period”) Executive shall receive, in substantially equal installments, in accordance with the Company’s regular payroll policies as in effect on the Date of Separation from Service but in no event less frequently than monthly, an aggregate amount equal to two and one-half times (2.5x) the Executive’s Base Salary as in effect on the Date of Separation from Service. Any amounts payable pursuant to this Section 11(f)(i) shall not be paid until the first scheduled payment date following the date the Separation Agreement and General Release is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Date of Separation from Service if such delay had not been required; provided, however, that any such amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated thereunder shall not commence until the 60th day following the Date of Separation from Service to the extent necessary to avoid adverse tax consequences under Section 409A of the Code, and, if such payments are required to be so delayed, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required. (2) subject to Section 22(k)(iii) herein, continued coverage during the period commencing on the Date of Separation from Service and ending on the one-year anniversary of the Date of Separation from Service under the Company’s medical, dental and life insurance plans referred to in Section 9 for Executive and his eligible dependents participating in such plans immediately prior to the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid by active senior executives of the Company under the terms of such plans as in effect from time to time; and (3) At the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the one year period following the Separation of Service and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to the Company under this Section 11(f)(i), nor shall any payments from the Company to Executive pursuant to this Section 11(f) be reduced, offset or canceled by any compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 22(1) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his in the event of Executive’s death, to Executive's beneficiarieshis estate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination andSeparation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as liquidated damages in respect a result of claims based on provisions of this Agreement and provided Executive’s Disability during the Employment Period, the Company shall pay to Executive executes and delivers a general release of all claims substantially (or, in the form attached hereto as Exhibit Devent of Executive’s death, to his estate) the following additional amounts: (A) his Base SalaryPro-Rata Bonus, at if any, in one lump sum on the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, Bonus Payment Date for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary fiscal year of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeparation from Service, an amountbut in no event later than two and a half (2 1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. For purposes, payable in one lump sum as soon as reasonably practicable following receipt of this Section 11(f)(ii), “Bonus Payment Date” means the date on which annual bonuses with respect to a fiscal year are actually paid by the Board Company to its active executives. For purposes of this Section 11(f)(ii), “Pro-Rata Bonus” means a portion of Executive’s Annual Bonus for the consolidated financial statements fiscal year of the Company for during which Executive was employed that includes the Date of Separation from Service, such Bonus Year, portion to equal to the product of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 4, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede preceded the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect Separation from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) Service and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer the Company Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (Period, the Company shall pay to Executive his full Base Salary through the Date of Termination, an amount equal to the pro rata amount of annual incentive compensation for the portion of the fiscal year preceding the Date of Termination that would have been payable to Executive pursuant to Section 4(a) if he had remained employed for the entire fiscal year, determined on the basis of the actual performance achieved by the Company during such fiscal year and the performance objectives established for such fiscal year and any earned but not paid annual bonus for the fiscal year of the Company ending immediately prior to the Date of Termination. In addition, in the event of any such termination, a "Qualifying Termination"the Company shall pay or, in the case of the Continued Benefits (as defined below), Employer shall pay provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries) his full Base Salary through the Date of Termination and), as liquidated damages and in respect lieu of claims based on provisions of this Agreement and provided any other severance compensation or severance benefits to which Executive executes and delivers a general release of all claims substantially may be entitled under applicable law, and, in the form attached hereto as Exhibit Dcase of the installment payments described in subparagraph (A) below, in consideration of Executive's covenants and obligations under Sections 8 through 13 hereof, inclusive, the following additional amountspayments and benefits: (A) his payment of an aggregate amount equal to the annual rate of Executive's Base Salary, at the rate Salary in effect hereunder immediately prior to the Qualifying Date of Termination, which shall such payment to be payable made in twelve equal monthly installments on Employer's regular payroll dates, the last day of each calendar month ending immediately after the Date of Termination; (B) a lump sum payment of an amount equal to the actual amount of annual incentive compensation that was awarded to Executive for the period (such period, the "Severance Period") beginning on Company's fiscal year ending immediately prior to the Date of Termination (as defined below) and ending on or, if such termination occurs before the later of (i) the third anniversary last day of the Commencement Date and (ii) the second anniversary fiscal year of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationCommencement Date, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company Executive's target bonus for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, lessfiscal year); and (C) the amount, if any, paid or payable to continued coverage for Executive and his eligible dependents under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum Company's employee benefit and in satisfaction of Employer's obligations under clauses (A) perquisite plans and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer programs referred to in Section Sections 5 and 6(a) (the "Continued Benefits") in which Executive was a participant immediately prior to during the period commencing on the Date of Termination and ending on the first anniversary of the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer the Company under the terms of such plans and programs as in effect from time to time, provided that if such plans do not permit such coverage, Executive shall receive a lump sum cash payment equal to the value of such coverage. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i), except that all or any of the Continued Benefits shall be reduced or canceled to the extent of any if comparable benefit coverage (determined on a benefit by benefit basis) is provided or offered to Executive during the Severance Period by a any subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services, at any time after the Date of Termination. In addition, in the event of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason during the Employment Period, Gemplus' right to repurchase those Option Shares covered by Service Options with respect to which Gemplus' repurchase right would have lapsed on or prior to the expiration of the two year period immediately following the Date of Termination had Executive remained in the continuous employment of the Company during such period shall lapse immediately as of the Date of Termination. In the case of a termination of Executive's employment by the Company Without Cause or a termination by Executive of his employment for Good Reason within the two year period following a Change in Control, Gemplus' right to repurchase any Option Shares covered by Service Options shall lapse immediately. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In additionand, in the case of any such termination due to upon Executive's death or Disability, if the Company achieves the performance objectives established Executive shall be entitled to receive such death or Disability benefits, as applicable, as are provided under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive terms of any time between the onset of a physical employee and executive death benefit and disability plans and programs referred to in Section 5 or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 3656(a). (iii) Except as specifically set forth in this Section 7(f), Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer the Company in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus severance compensation or incentive compensation benefits (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (Period, Employer shall pay to Executive his full Base Salary through the Date of Termination and an amount equal to the pro rata amount of annual incentive compensation for the portion of the fiscal year preceding the Date of Termination that would have been payable to Executive pursuant to Section 4(a) if he had remained employed for the entire fiscal year, determined on the basis of the actual performance achieved by Employer through the Date of Termination and the performance objectives established for such fiscal year, pro rated to reflect the calculation of such annual incentive compensation for the portion of the fiscal year preceding the Date of Termination. In addition, in the event of any such termination, a "Qualifying Termination"), Employer shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries) his full Base Salary through the Date of Termination and), as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts:damages, (A) his Average Base Salary, at the rate in effect hereunder immediately prior to the Qualifying TerminationSalary (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plusTermination (such period, the "Severance Period") and (B) if on the Company achieves last day of each calendar month included in the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeverance Period, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board amount equal to one-twelfth of the consolidated financial statements of the Company for such Average Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, lessas defined below); and (C) continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the amount"Continued Benefits") during the period commencing on the Termination Date and ending on the earlier of (i) Executive's 65th birthday and (ii) the date of - -- Executive's death, if anysubject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid or payable to Executive by senior executives of Employer under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, such plans as in effect on the Date of Termination (a "Severance Program")from time to time; provided that Employer may, at any time, pay to Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to the present value (xas determined by Employer using a discount rate equal to the then prevailing applicable federal short-term rate under section 1274(d) of the Code) of the sum of the installments of the Average Base Salary and Average Annual Bonus then remaining to be paid to Executive pursuant to clause clauses (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall (i) payments of Base Salary and Average - Annual Bonus will be canceled to reduced, but not below zero, by the extent amount of any comparable benefit coverage offered to compensation earned by Executive (whether paid currently or deferred) during any portion of the Severance Period by a from any subsequent employer or other Person (as defined in Section 17(k) below) for which Executive performs services, including but not limited to consulting services. , and (ii) If Executive's employment Continued Benefits shall terminate upon his death be -- reduced or due canceled if comparable medical benefit coverage is provided or offered to his Disability Executive by any subsequent employer or if Employer shall terminate Executive's employment other Person for Cause or which Executive shall terminate his employment without Good Reason during the Employment Periodperforms services, Employer shall pay Executive (orincluding but not limited to consulting services, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of at any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes time after the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his employment for Good Reason in either such case during Cause, the Employment Period (any such termination, a "Qualifying Termination"), Employer Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate) within thirty (30) days of the Date of Termination, (x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect to the extent not previously paid; (y) the pro-rata amount of claims the Annual Bonus (based on provisions the amount paid for the previous year or that would have been paid but for all or a portion of this Agreement such Annual Bonus not being paid due to is being 162(m) Excess Compensation) which is accrued through the date of termination); and provided (z) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on that are subject to reimbursement pursuant to the later of (i) the third anniversary of the Commencement Date terms hereof, and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax), (y) and (B) of this Section 7(f)(iz), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a Qualifying Release and Discharge of All Claims substantially in the form approved attached hereto (“Release”) within thirty (30) days after the Date of (A) an amount equal to the Executive’s Base Salary (at the Base Salary being paid on the Date of Termination) for eighteen (18) months, Employer shallpayable in installments in accordance with the Company’s regular payroll policies, during with the Severance Period, provide Executive continued coverage under first installment being paid on the medical and other health plans Company’s regular pay date following the day which is thirty (30) days after the Date of Employer referred to in Section 5 Termination (the "Continued Benefits"“Payment Commencement Date”) in which (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date, and with subsequent installments being based on the Base Salary); and (B) a lump sum payment equal to 1.5 times the average of the bonuses paid to Executive was a participant immediately for the four (4) calendar years prior to the Date of TerminationTermination (or that would have been paid but for all or a portion of such bonuses not being paid due to such amounts being 162(m) Excess Compensation), subject to timely payment by Executive of all premiums, contributions and other co-payments required such amount to be paid to Executive on the eighteen (18) month anniversary date of the Date of Termination. (C) The Company and Executive agree that each payment made by the Company to Executive pursuant to subsections ‎(A) and ‎(B) of this Section ‎8‎(f)‎(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments. (D) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount to be paid to the Executive pursuant to subsections ‎(A) and ‎(B) of this Section ‎8‎(f)‎(i) during such period by senior executives the six (6) months following the Date of Employer Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the terms Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of such plans as Date of Termination (the “401(a)(17) Limit”), then payment of such amount that is in effect from time excess of two (2) times the 401(a)(17) Limit shall not be paid during the sixth (6) months following the Date of Termination but instead shall be paid in a lump sum payment on the next day after the date which is six (6) months following the Date of Termination. (E) Notwithstanding anything to timethe contrary contained herein, to the extent any amount set forth in clause (y) of this Section ‎8‎(f)‎(i) or subsections ‎(A) and ‎(B) of this Section ‎8‎(f)‎(i) constitutes 162(m) Excess Compensation, no such 162(m) Excess Compensation shall be paid and, in lieu thereof, the Company shall make a Company 162(m) Contribution pursuant to the Post-2018 Deferred Compensation Plan to the Account of Executive thereunder. Executive has been furnished a copy of the Post-2018 Non-Qualified Deferred Compensation Plan and Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i‎8‎(f)‎(i), except that Continued Benefits nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer the Company or other Person (as defined below in Section ‎18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer the Company shall terminate Executive's ’s employment for Cause or due to Executive’s Disability, or Executive shall terminate resign from his employment without Good Reason employment, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive Except as specifically set forth in this Section ‎8‎(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that Company or its affiliates. (xiv) Executive The Company shall not be entitled have the right to receive apply and set off against the Accrued Obligations or any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable other amounts owing to Executive under hereunder, any amounts owing by the terms of any such planExecutive to the Company, policy, program whether pursuant to this Agreement or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofotherwise.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's his employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination andSeparation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as liquidated damages of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions of Executive’s Separation from Service as described in this Agreement and Section 9(f)(i), provided that Executive executes and delivers a general release to the Company, within the applicable period of all claims time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his Base Salary, at the rate in effect hereunder immediately prior payments of an amount equal to the Qualifying Terminationsum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in installments on Employer's equal installments, in accordance with the Company’s regular payroll datespolicies, for during the period (such period, the "Severance Period") beginning on the Date of Termination first business day immediately following the six (as defined below6) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second month anniversary of the Date of Termination; plusSeparation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of TerminationSeparation from Service, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination Separation from Service and the denominator of which is equal to 365, lesssuch amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect period commencing on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum Separation from Service and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) ending on the installments one year anniversary of the Base Salary then remaining to be paid to Executive pursuant to clause Date of Separation from Service (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the “Severance Period, provide Executive continued coverage ”) under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"7(a) for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i9(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If In the event of Executive's ’s Separation from Service due to a termination of his employment shall terminate (x) upon his death or due to his Disability or if Employer shall terminate Executive's employment (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 aboveSeparation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the case event of any such termination due Executive’s death, to Executive's death or Disabilityhis estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeparation from Service, Employer shall pay Executive but in no event later than two and a half (or his beneficiaries if applicable21/2) an amount, payable in one lump sum as soon as reasonably practicable months following receipt by the Board end of the consolidated financial statements of the Company for applicable fiscal year in which such Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365was earned. (iii) Executive Except as specifically set forth in this Section 9(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (Period, Employer shall pay to Executive his full Base Salary through the Date of Termination and an amount equal to the pro rata amount of annual incentive compensation for the portion of the fiscal year preceding the Date of Termination that would have been payable to Executive pursuant to Section 4(a) if he had remained employed for the entire fiscal year, determined on the basis of the actual performance achieved by Employer through the Date of Termination and the performance objectives established for such fiscal year, pro rated to reflect the calculation of such annual incentive compensation for the portion of the fiscal year preceding the Date of Termination. In addition, in the event of any such termination, a "Qualifying Termination"), Employer shall pay or, in the case of the Continued Benefits (as defined below), provide to Executive (or, following his death, to Executive's designated beneficiary or beneficiaries) his full Base Salary through the Date of Termination and), as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts:damages, (A) his Average Base Salary, at the rate in effect hereunder immediately prior to the Qualifying TerminationSalary (as defined below), which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plusTermination (such period, the "Severance Period") and (B) if on the Company achieves last day of each calendar month included in the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeverance Period, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board amount equal to one-twelfth of the consolidated financial statements of the Company for such Average Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, lessas defined below); and (C) continued coverage for Executive and his eligible dependents under Employer's medical insurance plans referred to in Section 5 (the amount"Continued Benefits") during the period commencing on the Termination Date and ending on the earlier of (i) Executive's 65th birthday and (ii) the date of - -- Executive's death, if anysubject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid or payable to Executive by senior executives of Employer under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, such plans as in effect on the Date of Termination (a "Severance Program")from time to time; provided that Employer may, at any time, pay to Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to the present value (xas determined by Employer using a discount rate equal to the then prevailing applicable federal short-term rate under section 1274(d) of the Internal Revenue Code of 1986, as amended) of the sum of the installments of the Average Base Salary and Average Annual Bonus then remaining to be paid to Executive pursuant to clause clauses (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall (i) payments of Base Salary and Average - Annual Bonus will be canceled to reduced, but not below zero, by the extent amount of any comparable benefit coverage offered to compensation earned by Executive (whether paid currently or deferred) during any portion of the Severance Period by a from any subsequent employer or other Person (as defined in Section 17(k) below) for which Executive performs services, including but not limited to consulting services. , and (ii) If Executive's employment Continued Benefits shall terminate upon his death be reduced or due canceled if comparable -- medical benefit coverage is provided or offered to his Disability Executive by any subsequent employer or if Employer shall terminate Executive's employment other Person for Cause or which Executive shall terminate his employment without Good Reason during the Employment Periodperforms services, Employer shall pay Executive (orincluding but not limited to consulting services, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of at any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes time after the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Termination, following his death, to Executive's beneficiariesher (x) his full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination andthat are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), as liquidated damages (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions any such termination of this Agreement and provided Executive’s employment, if Executive executes and delivers to the Company a general release of all claims Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his continued payments of Base SalarySalary and the benefits allowance described in Section 7(b), at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's in accordance with the Company’s regular payroll datespolicies, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of one (i1) the third anniversary of the Commencement Date and (ii) the second year anniversary of the Date of Termination; plusTermination (the “Severance Period”); (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination and the denominator of which is equal to 365, lesssuch amount to be payable to Executive within five (5) business days following the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, continued coverage during the Severance Period, provide Executive continued coverage Period under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"7(a) for Executive and her eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i9(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If Executive's ’s employment shall terminate upon his her death or due to his Disability or if Employer the Company shall terminate Executive's ’s employment for Cause or due to Executive’s Disability or Executive shall terminate his resign from her employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, his beneficiariesto her estate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination Termination, provided that in the event of Executive’s death, the said 30-day period for making such payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as provided in Section 3 abovethe Company may require. In addition, in if Executive’s employment shall terminate upon her death or be terminated by the case of any such termination Company due to Executive's death or Disability’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to her estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive Except as specifically set forth in this Section 9(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination")Period, Employer shall pay to Executive (or, following his death, to Executive's ’s beneficiaries) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts:): (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's ’s regular payroll dates, for the period (such period, the "“Severance Period"”) beginning on the Date of Termination (as defined below) and ending on the later last to occur of (i1) the third anniversary last day of the Commencement Date and Initial Term or, if applicable, the then current Additional Term, (ii2) the second first anniversary of the Date of Termination; plusTermination and (3) and the expiration of a number of months equal to the number of years of Executive’s service with Employer completed as of the Date of Termination and (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual amount of incentive bonus compensation that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan calendar year in which the Date of Termination occurs if Executive had he remained employed for the entire Bonus Yearcalendar year and assuming that all applicable performance targets had been achieved, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year calendar year that precede the Date of Termination and the denominator of which is equal to 365365 (such product, the “Pro Rata Bonus”), less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Holding, Employer or any of its their respective Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program")Termination; provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's ’s obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program plan, policy, program or practice identified under clause (C) above. In addition, in the event If Executive’s employment shall terminate and he is entitled to receive continued payments of a Qualifying Terminationhis Base Salary under clause (A) of this Section 7(f)(i), Employer shall, shall (x) continue to provide to Executive during the Severance PeriodPeriod the life, provide Executive continued coverage under the medical medical, dental, accidental death and other health plans of Employer dismemberment and prescription drug benefits referred to in Section 5 (the "“Continued Benefits"”) and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in which Executive was a participant immediately prior to excess of the Date lesser of Termination, subject to timely payment by Executive (i) $25,000 and (ii) 20% of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to timeExecutive’s Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be reduced or canceled to the extent of any comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's ’s employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In additionTermination; plus, in the case of any such termination due to upon Executive's ’s death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes if, as of the Date of Termination, Employer shall pay Executive has achieved the pro rated performance objectives for such calendar year (or his beneficiaries if applicable) an amountdetermined as provided in Section 7(f)(i)), payable in one lump sum as soon as reasonably practicable following receipt by the Board Pro Rata Bonus for the portion of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the calendar year preceding Executive’s Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) ); plus, in the case of termination upon Executive’s death, his full Base Salary for the remainder of the pay period in which death occurs and the denominator of which is equal to 365for one month thereafter, as provided in Section 3. (iii) Except as specifically set forth in this Section 7(f), no benefits payable to Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereofshall be limited by this Section 7(f), provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's his employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination andSeparation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as liquidated damages of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions of Executive’s Separation from Service as described in this Agreement and Section 8(f)(i), provided that Executive executes and delivers a general release to the Company, within the applicable period of all claims time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his Base Salary, at the rate in effect hereunder immediately prior payments of an amount equal to the Qualifying Terminationsum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 6(b), which amount shall be payable in installments on Employer's equal installments, in accordance with the Company’s regular payroll datespolicies, for during the period (such period, the "Severance Period") beginning on the Date of Termination first business day immediately following the six (as defined below6) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second month anniversary of the Date of Termination; plusSeparation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of TerminationSeparation from Service, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 4, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination Separation from Service and the denominator of which is equal to 365, lesssuch amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 19(k)(iii) herein, continued coverage during the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect period commencing on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum Separation from Service and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) ending on the installments one year anniversary of the Base Salary then remaining to be paid to Executive pursuant to clause Date of Separation from Service (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the “Severance Period, provide Executive continued coverage ”) under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"6(a) for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i8(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of pursuant to this Section 8(f) be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 19(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If In the event of Executive's ’s Separation from Service due to a termination of his employment shall terminate (x) upon his death or due to his Disability or if Employer shall terminate Executive's employment (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 aboveSeparation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the case event of any such termination due Executive’s death, to Executive's death or Disabilityhis estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeparation from Service, Employer shall pay Executive but in no event later than two and a half (or his beneficiaries if applicable21/2) an amount, payable in one lump sum as soon as reasonably practicable months following receipt by the Board end of the consolidated financial statements of the Company for applicable fiscal year in which such Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365was earned. (iii) Executive Except as specifically set forth in this Section 8(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's her employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiariesher (x) his full Base Salary through the Date of Termination andSeparation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as liquidated damages of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions of Executive’s Separation from Service as described in this Agreement and Section 9(f)(i), provided that Executive executes and delivers a general release to the Company, within the applicable period of all claims time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his Base Salary, at the rate in effect hereunder immediately prior payments of an amount equal to the Qualifying Terminationsum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in installments on Employer's equal installments, in accordance with the Company’s regular payroll datespolicies, for during the period (such period, the "Severance Period") beginning on the Date of Termination first business day immediately following the six (as defined below6) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second month anniversary of the Date of Termination; plusSeparation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of TerminationSeparation from Service, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination Separation from Service and the denominator of which is equal to 365, lesssuch amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect period commencing on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum Separation from Service and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) ending on the installments one year anniversary of the Base Salary then remaining to be paid to Executive pursuant to clause Date of Separation from Service (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the “Severance Period, provide Executive continued coverage ”) under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"7(a) for Executive and her eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i9(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If In the event of Executive's ’s Separation from Service due to a termination of her employment shall terminate (x) upon his her death or due to his Disability or if Employer shall terminate Executive's employment (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, his beneficiariesto her estate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 aboveSeparation from Service. In addition, if Executive’s employment shall terminate upon her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the case event of any such termination due Executive’s death, to Executive's death or Disabilityher estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeparation from Service, Employer shall pay Executive but in no event later than two and a half (or his beneficiaries if applicable21/2) an amount, payable in one lump sum as soon as reasonably practicable months following receipt by the Board end of the consolidated financial statements of the Company for applicable fiscal year in which such Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365was earned. (iii) Executive Except as specifically set forth in this Section 9(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer Without the Company without Cause or a termination by the Executive of his employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days of the Date of Termination, (x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect of claims based on provisions of this Agreement to the extent not previously paid; and provided (y) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying TerminationDate of Termination that are subject to reimbursement pursuant to the terms hereof, which shall be payable in installments on Employer's regular payroll dates, and payment for the period (such period, the "Severance Period") beginning on paid time off accrued but unused as of the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax) and (B) of this Section 7(f)(iy), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a Qualifying Release and Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: i) Two times (2x) the sum of (x) the Executive’s Base Salary, and (y) the Target Annual Bonus for the year of termination (the “Severance Payment”); ii) A pro rata bonus amount of Annual Bonus for the year of termination (based on the number of days employed in the fiscal year and based on performance achieved through the Date of Termination, Employer shall, during ); iii) A cash payment equal to twenty-four (24) months times the Severance Period, provide monthly cost Executive continued would incur if Executive elected to receive COBRA coverage under the medical and other all Company group health plans under which Executive is receiving coverage at the time of Employer referred termination, and Executive will be permitted (but not required) to elect COBRA coverage under such plan or plans for any period of time up to the maximum permitted under such plan or plans; iv) The Executive shall automatically vest in Section 5 (the "Continued Benefits") all employee welfare and benefit plans in which the Executive was a participant immediately prior to participating as of the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to such benefits shall be paid during such period by senior executives of Employer under to Executive in accordance with the terms of such plans plans; v) Unless otherwise provided in an equity award agreement, Executive shall be fully vested as of the Date of Termination in effect from time any and all equity awards (including but not limited to timestock options and restricted stock) held by Executive immediately prior to such Date of Termination. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i), except that Continued Benefits nor shall be canceled to any payments from the extent of any comparable benefit coverage offered Company to Executive during the Severance Period hereunder be reduced, offset, or canceled by any compensation or fees earned by Executive from a subsequent employer or other Person (as defined below) for which Executive performs services, including including, but not limited to to, consulting services. (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer the Company shall terminate Executive's ’s employment for Cause or Executive shall terminate his employment without Good Reason due to Executive’s Disability, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date Accrued Obligations plus a pro rata amount of Termination or Annual Bonus (as provided defined in Section 3 7(e)((i)(2) above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes ) within thirty (30) days following the Date of Termination. iii) In the event of Executive’s termination of employment for any other reason, Employer shall pay Executive (or his beneficiaries if applicable) an amountincluding, payable in one lump sum as soon as reasonably practicable following receipt without limitation, termination by the Board of the consolidated financial statements of the Company for such Bonus YearCause or voluntary termination by the Executive, equal to the product of (1) the annual incentive bonus that would have been payable Company shall pay to Executive for such Bonus Year pursuant to Section 4(bthe Accrued Obligations within thirty (30) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede following the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iiiiv) Executive Except as specifically set forth in this Section 7(e), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (xCompany or its Affiliates. v) Executive The Company shall not be entitled have the right to receive apply and set off against the Accrued Obligations or any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable other amounts owing to Executive under hereunder, any amounts owing by the terms of any such planExecutive to the Company, policy, program whether pursuant to this Agreement or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofotherwise.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer the Company Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiariesestate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination andTermination, as liquidated damages in respect of claims based on provisions of this Agreement and provided (y) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal are subject to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year reimbursement pursuant to Section 4(b6(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by and (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax) and (B) of this Section 7(f)(iy), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above"Accrued Obligations"). In addition, in the event of any such termination of Executive's employment, provided Executive executes and delivers to the Company a Qualifying Release and Discharge of Claims in a form acceptable to the Company, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) continued payments of the Base Salary, payable in installments in accordance with the Company's regular payroll policies, for the period beginning on the Date of Termination and ending on February 28, 2005 (the "Severance Period"); (B) payment of an amount equal to the aggregate of the unpaid Bonuses provided in Section 4(a), such amount to be paid within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination, Employer shall, ; and (C) continued coverage during the Severance Period, provide Executive continued coverage Period under the Company's medical and other health dental insurance plans of Employer referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer the Company under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i7 (f) (i), except that Continued Benefits nor shall any payments from Company to Executive be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive benefits coverage by a subsequent employer during the Severance Period, all health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer the Company shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive's death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within 30 days following the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Except as specifically set forth in this Section 7(f), no benefits payable to Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer the Company or its Affiliates in which Executive was a participant during his employment with Employer in accordance with the terms thereofCompany or its Affiliates shall be limited by this Section 7(f), provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination")Period, Employer shall pay to Executive (or, following his death, to Executive's beneficiaries’s beneficiary) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments based on Employer's ’s regular payroll datespractices, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later earlier of (ix) the last day of the Term, and (y) the third anniversary of the Commencement Date of Termination (the “Severance Period”) and (iiB) the second anniversary if, as of the Date of Termination; plus (B) if , the Company achieves has achieved the performance objectives established under the Bonus Plan Company’s annual incentive compensation plan for the Bonus Year calendar year that includes the Date of Termination, pro rated on the basis of the fraction described in the immediately following clause (B)(2) hereof, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board Employer of the consolidated Employer’s or Holding’s financial statements of the Company for such Bonus Yearcalendar year (accompanied by an audit report of its accountants) through the Date of Termination, equal to the product of (1) the annual amount of incentive bonus compensation that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) calendar year under the Bonus Plan annual incentive compensation plan had he remained employed for the entire Bonus Yearcalendar year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year calendar year that precede the Date of Termination and the denominator of which is equal to 365365 (such product, less the “Pro Rata Bonus”), less (C) the amount, if any, any amount paid or payable to Executive under the terms of any severance planplan or program of Holding, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, their respective subsidiaries as in effect on the Date of Termination (a "Severance Program")Termination; provided that Employer may, at any time, pay to Executive, Executive in a single lump sum and in satisfaction of Employer's ’s obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program plan or program identified under clause (C) above. In addition, in the event If Executive’s employment shall terminate and he is entitled to receive continued payments of a Qualifying Terminationhis Base Salary under clause (A) of this Section 7(f)(i), Employer shall, shall (x) continue to provide to Executive during the Severance PeriodPeriod the life, provide Executive continued coverage under the medical medical, dental, accidental death and other health plans of Employer dismemberment and prescription drug benefits referred to in Section 5 (the "“Continued Benefits"”) and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in which Executive was a participant immediately prior to excess of the Date lesser of Termination, subject to timely payment by Executive (i) $25,000 and (ii) 20% of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to timeExecutive’s Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that payments of Base Salary and Continued Benefits shall be reduced or canceled to the extent of any compensation, fees or comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) entity for which whom Executive performs services, services including but not limited to consulting services. (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's ’s employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In additionTermination, plus, in the case of any such termination due to upon Executive's ’s death or Disability, if the Company achieves has achieved the pro rated performance objectives established under target for such calendar year (determined as provided in Section 7(e)(ii)), the Pro Rata Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board portion of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the calendar year preceding Executive’s Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) ), plus in the case of termination upon Executive’s death, his full Base Salary for the remainder of the pay period in which death occurs and the denominator of which is equal to 365for one month thereafter. (iii) Any benefits payable to Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable planplans, policy, program or practice policies and practices of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under limited by this Section 7(e), other than any such severance plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during ’s employment, the Employment Period (any such termination, a "Qualifying Termination"), Employer Company shall pay to Executive Executive, within thirty (or30) days of the Date of Termination, following his death, to Executive's beneficiaries) his full Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination andthat are subject to reimbursement pursuant to Section 7(a) and payment for vacation time accrued as of the Date of Termination but unused (the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment unless such termination was for Cause (as liquidated damages defined in respect of claims based on provisions of this Agreement and provided Section 7(e) below), if Executive executes and delivers to the Company a general release of all claims Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his Base Salary, at the rate in effect hereunder immediately prior to portion of the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, ROAE Bonus for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary calendar year of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of Termination, an amountsuch portion to equal the product (such product, payable in one lump sum as soon as reasonably practicable following receipt by the Board “Pro-Rata ROAE Bonus”) of the consolidated financial statements of the Company for such ROAE Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan calendar year had he Executive remained employed for the entire Bonus Yearcalendar year, determined based on the extent to which the Company actually achieves the performance goals for such year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year calendar year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or such amount to be payable to Executive at the time such bonus would otherwise have been paid under the terms of any severance plan, severance policy, severance the ROAE Bonus program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on if the Date of Termination Executive was still employed (a "Severance Program"the “Bonus Payment Date”); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and ; (B) of this Section 7(f)(i)to the extent any other incentive stock awards such as stock options, an amount equal to (x) the installments of the Base Salary then remaining to be paid stock appreciation rights, restricted stock, or similar which were awarded to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical Employment Period and other health plans which have not vested as of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions such incentive stock awards will immediately become 100% vested and other co-payments required to exercisable and will be paid during such period by senior executives of Employer under payable at the terms of such plans as times and in effect from time to time. the forms provided in the individual award agreements; and Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i7(c)(i), except that Continued Benefits nor shall any payments from the Company to Executive under items (A) or (B) of this Section 7(c)(i) be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment Except as specifically set forth in this Section 7(c), no termination benefits shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been be payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator or in respect of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofCompany.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer the Company Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiariesestate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination andthat are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), as liquidated damages (y) and (z), collectively the "Accrued Obligations"). In addition, in respect the event of claims based on provisions any such termination of this Agreement and Executive's employment, provided Executive executes and delivers to the Company a general release Release and Discharge of all claims substantially Claims in a form acceptable to the form attached hereto as Exhibit DCompany, Executive (or, following his death, Executive's estate) shall be entitled to the following additional amountspayments and benefits, as liquidated damages: (A) his continued payments of the Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employerin accordance with the Company's regular payroll datespolicies, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plusTermination or when Executive reaches the age of 60 years, whichever is earlier (the "Severance Period"); (B) if a portion of Executive's Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the "Pro Rata Bonus") of (1) the annual incentive bonus Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan year had he remained employed for the entire Bonus Yearfiscal year and had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination and the denominator of which is equal to 365, lesssuch amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) payment of an amount equal to 200% of the amountAverage Bonus (as defined below) multiplied, if any, paid or payable to Executive under in the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on event that the Date of Termination (falls on a "Severance Program"); provided that Employer maydate after Executive reaches the age of 58 years, at any timeby a fraction, pay to Executive, in a single lump sum and in satisfaction the numerator of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount which is equal to the total number of days (xworking or non-working) between the installments day Executive reaches the age of 58 and the Base Salary then remaining Date of Termination and the denominator of which is equal to 730, such amount to be paid to Executive pursuant to clause within five business days following the Bonus Payment Date for the fiscal year of the Company that includes the Date of Termination; (AD) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, continued coverage during the Severance Period, provide Executive continued coverage Period under the Company's medical and other health insurance plans of Employer referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.the

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's his employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination andSeparation from Service, as liquidated damages in respect of claims based on provisions of this Agreement and provided to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined belowSeparation from Service that are subject to reimbursement pursuant to Section 7(a) and ending on the later of (iz) the third anniversary of the Commencement Date and (ii) the second anniversary payment for vacation time accrued as of the Date of Termination; plus Separation from Service but unused (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax), (y) and (B) of this Section 7(f)(iz), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of a Qualifying TerminationExecutive’s Separation from Service as described in this Section 8(f)(i), Employer shallprovided that Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form approved by the Company, Executive shall be entitled to the following payments and benefits: (1) during the Severance Period, provide Executive continued coverage under period commencing on the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to first business day following the Date of TerminationSeparation from Service and ending on the six (6) month anniversary of the Date of Separation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate receive, in substantially equal installments, in accordance with the costs to Employer under this Section 7(f)(i)Company’s regular payroll policies, except that Continued Benefits shall be canceled an amount equal to the extent lesser of any comparable benefit coverage offered to Executive during (x) the Severance Period by a subsequent employer or other Person Safe Harbor Amount (as defined below) for which Executive performs servicesand (y) one-fourth (1/4th) of the Severance (as defined below) (such lesser amount, including but not limited to consulting services. (ii) If Executive's employment the “Initial Severance Payment”); provided, that such payments shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during commence on the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through 60th day following the Date of Termination or as provided in Section 3 above. In additionSeparation from Service (the “Commencement Date”), in provided, further, that the case of any such termination due to Executive's death or Disability, if first installment payment shall equal the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus installments that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede made between the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder Separation from Service and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.Commencement Date; and

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer Without the Company or OpCo without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer OpCo shall pay to Executive (or, following his death, to Executive's ’s beneficiaries) his full (t) the Base Salary earned but not paid through the Date date of Termination andtermination, (u) any vacation time accrued in accordance with this Agreement but not used through the date of termination, (v) any bonus compensation earned but unpaid on the date of termination and (w) any business expenses incurred by Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under OpCo company policy (“Final Compensation”) plus, as liquidated damages in respect of claims based on provisions of this Agreement and provided that within 60 days following the Date of Termination Executive executes executes, delivers and delivers does not revoke a general release of all claims substantially in the form attached hereto to this Agreement as Exhibit D, the following additional amounts: A (A) his Base Salary, at the rate in effect hereunder immediately prior subject to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (adjustments as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if are delivered by the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(bwithin ten (10) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede after the Date of Termination and as may be necessary in the denominator Company’s determination to ensure a comprehensive release of which is equal to 365, less (C) the amount, if any, paid or payable to claims by Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as law in effect on at the Date date of Termination (the execution of the release), a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the his Base Salary then remaining to be paid to Executive pursuant to clause for a period of Thirty Six (A36) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause months (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Liquidated Damages”). In addition, in the event of a Qualifying Termination, Employer shall, Executive’s employment is terminated by the Company or OpCo without Cause or by Executive for Good Reason in either such case during the Severance PeriodEmployment Period and provided that Executive executes, provide delivers and does not revoke a general release of all claims in form and substance satisfactory to the Company, for a period of Eighteen (18) months, OpCo shall pay as such premiums come due (x) all COBRA premiums for Executive continued coverage under and his insured dependants; (y) all premiums for Executive relating to OpCo’s group disability plan; and (z) all premiums relating to the medical and other health plans of Employer referred to life insurance policy described in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services5. (ii) If Executive's ’s employment shall terminate upon due to his death or due to his Disability or if Employer the Company or OpCo shall terminate Executive's ’s employment for Cause or Executive shall terminate his employment without Good Reason Reason, in each case, during the Employment Period, Employer OpCo shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365Final Compensation. (iii) In the event that Executive’s employment with the Company or OpCo is terminated for any reason, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer the Company or OpCo in which Executive was a participant during his employment with Employer Company and OpCo in accordance with the terms thereofthereof (other than any plan that would provide severance, as severance is explicitly covered herein); provided that (x) Executive shall not be entitled continue to receive accrue any payments or benefits under any such planadditional benefits, policyincluding vacation benefits, program or practice providing any bonus or incentive compensation (and after the provisions Date of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofTermination.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive's beneficiaries) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of - Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, plant policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i7 (f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Termination, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination andthat are subject to reimbursement pursuant to Section 7(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), as liquidated damages (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions any such termination of this Agreement and provided Executive’s employment, if Executive executes and delivers to the Company a general release of all claims Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his continued payments of Base SalarySalary and the benefits allowance described in Section 6(b), at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's in accordance with the Company’s regular payroll datespolicies, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of one (i1) the third anniversary of the Commencement Date and (ii) the second year anniversary of the Date of Termination; plusTermination (the “Severance Period”); (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination and the denominator of which is equal to 365, lesssuch amount to be payable to Executive within five (5) business days following the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, continued coverage during the Severance Period, provide Executive continued coverage Period under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"6(a) for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Company. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i8(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of Base Salary or Pro-Rata Bonus be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 19(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer the Company shall terminate Executive's ’s employment for Cause or due to Executive’s Disability or Executive shall terminate resign from his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination Termination, provided that in the event of Executive’s death, the said 30-day period for making such payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as provided in Section 3 abovethe Company may require. In addition, in if Executive’s employment shall terminate upon his death or be terminated by the case of any such termination Company due to Executive's death or Disability’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro-Rata Bonus, if any, in one lump sum within five (5) business days following the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive Except as specifically set forth in this Section 8(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Termination, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination andthat are subject to reimbursement pursuant to Section 9(a) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), as liquidated damages (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions any such termination of this Agreement and provided Executive’s employment, if Executive executes and delivers to the Company a general release of all claims Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his continued payments of Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's in accordance with the Company’s regular payroll datespolicies, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of one (i1) the third anniversary of the Commencement Date and (ii) the second year anniversary of the Date of Termination; plusTermination (the “Severance Period”), such amount to be inclusive of any payments made in lieu of any period of notice of termination under this Agreement in accordance with Section 10(e)(iii) above; (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire fiscal year, determined based on the extent to which the Company actually achieves the performance goals established for it for such year and otherwise in accordance with the terms of the Bonus YearPlan, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination and the denominator of which is equal to 365, lesssuch amount to be payable to Executive within five (5) business days following the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, continued coverage during the Severance Period, provide Executive continued coverage Period under the Company’s medical and other health dental insurance plans of Employer referred to in Section 5 (the "Continued Benefits") 8 for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of Burger King Corporation. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i10(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of Base Salary or Pro Rata Bonus be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 21(k) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer the Company shall terminate Executive's ’s employment for Cause or due to Executive’s Disability or Executive shall resign from his employment or otherwise terminate his employment without Good Reason employment, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Accrued Obligations within 30 days following the Date of Termination Termination, provided that in the event of Executive’s death, the said thirty (30)-day period for making such payment shall commence from the date of production to the Company of such evidence or information in respect of the Executive’s estate as provided in Section 3 abovethe Company may require. In addition, in if Executive’s employment shall terminate upon his death or be terminated by the case of any such termination Company due to Executive's death or Disability’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Pro Rata Bonus, if any, in one (1) lump sum within five (5) business days following the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive Except as specifically set forth in this Section 10(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. ​ (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Termination, following his death, to Executive's beneficiaries(x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect to the extent not previously paid; (y) the pro-rata amount of claims the Annual Bonus (based on provisions the amount paid for the previous year) which is accrued through the date of this Agreement termination; and provided (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to the terms hereof, and payment for paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a general release Release and Discharge of all claims All Claims substantially in the form attached hereto as Exhibit D(“Release”) within thirty (30) days after the Date of Termination, Executive shall be entitled to the following payments and benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following additional amounts:payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): ​ (A) his the Executive’s Base Salary, Salary (at the rate in effect hereunder immediately prior to Base Salary being paid on the Qualifying Date of Termination), which shall be for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one year (the “Severance Period”), payable in installments on Employer's in accordance with the Company’s regular payroll datespolicies for one year after the Date of Termination, for with the period first installment being paid on the Company’s regular pay date following the day which is thirty (such period, the "Severance Period"30) beginning on days after the Date of Termination (as defined belowthe “Payment Commencement Date”) and ending on (with the later of (i) first installment being the third anniversary sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and (ii) with subsequent installments being based on the second Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Termination; plusand ​ (B) if the Company achieves Executive’s Annual Bonus (at the performance objectives established under amount of the Annual Bonus Plan paid to the Executive for the Bonus Year that includes year prior to the Date of Termination) for the Severance Period, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal amount to the product of (1) the annual incentive bonus that would have been be payable to Executive for such Bonus Year pursuant to Section 4(bon the one-year anniversary date of the Date of Termination; and ​ (C) under the Bonus Plan had he remained employed for Executive shall automatically vest in all employee welfare and benefit plans in which the entire Bonus Year, multiplied by (2) a fraction, the numerator Executive was participating as of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, such benefits shall be paid or payable to Executive under in accordance with the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable such plans; and (D) the Company shall provide outplacement services to Executive, as in effect on Executive for up to ninety (90) days after the Date of Termination Termination; and ​ (a "Severance Program"); provided E) the Company and Executive agree that Employer may, at any time, pay each payment made by the Company to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses Executive pursuant to subsections (A) and (B) of this Section 7(f)(i)8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments. (F) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount equal to (x) the installments of the Base Salary then remaining to be paid to the Executive pursuant to clause Subsections ((A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) aboveof this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, without discount as amended (“Code”), for immediate paymentthe calendar year of such Date of Termination (the “401(a)(17) Limit”), less then payment of such amount that is in excess of two (y2) times the amount, if any, remaining to 401(a)(17) Limit shall not be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under sixth (6) months following the medical and other health plans Date of Employer referred to Termination but instead shall be paid in Section 5 a lump sum payment on the next day after the date which is six (the "Continued Benefits"6) in which Executive was a participant immediately prior to months following the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. ​ Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i8(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including including, but not limited to to, consulting services.. The foregoing shall not relieve Executive of the non-competition prohibitions provided in Section 10 below. ​ (ii) If Executive's ’s employment shall terminate upon his death or due to his Executive’s Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate resign from his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination. If the Company shall terminate ​ Executive’s employment for Cause, Employer the Company shall pay Executive the termination benefits as provided in clauses (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Terminationx) and the denominator (z) of which is equal to 365.Section 8(f)(i). ​ (iii) Executive Except as specifically set forth in this Section 8(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereofCompany or its Affiliates. ​ (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, provided that (x) any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not be entitled to receive any payments accelerate the time or benefits schedule of a payment of Deferred Compensation except as permitted under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Treasury Regulation Section 7(f) shall supersede the provisions of any such plan, policy, program or practice1.409A-3(j)(4)(xiii), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.. ​

Payments Upon Certain Terminations. ​ (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or on account of a termination Non-Renewal Resignation by Executive of his employment for Good Reason in either such case during Executive, the Employment Period (any such termination, a "Qualifying Termination"), Employer Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate) within thirty (30) days of the Date of Termination, (x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect to the extent not previously paid; (y) the pro-rata amount of claims the Annual Bonus (based on provisions the amount paid for the previous year which is accrued through the Date of this Agreement Termination); and provided (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to the terms hereof, and (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a general release Release and Discharge of all claims All Claims substantially in the form approved attached hereto as Exhibit D(“Release”) within thirty (30) days after the Date of Termination, Executive shall be entitled to the following payments and benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following additional amounts:payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): ​ (A) his an amount equal to the Executive’s Base Salary, Salary (at the rate in effect hereunder immediately prior to Base Salary being paid on the Qualifying Date of Termination) for one (1) year, which shall be payable in installments on Employer's in accordance with the Company’s regular payroll datespolicies, for with the period first installment being paid on the Company’s regular pay date following the day which is thirty (such period, the "Severance Period"30) beginning on days after the Date of Termination (as defined belowthe “Payment Commencement Date”) (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date, and ending with subsequent installments being based on the later Base Salary); and (B) a lump sum payment equal to 100% of Executive’s salary, such amount to be paid to Executive on the one (i1) the third year anniversary of the Commencement Date and (ii) the second anniversary date of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less. ​ (C) The Company and Executive agree that each payment made by the amount, if any, paid or payable Company to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable pursuant to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses subsections (A) and (B) of this Section 7(f)(i)8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments. ​ ​ (D) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount equal to (x) the installments of the Base Salary then remaining to be paid to the Executive pursuant to clause subsections (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) aboveof this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, without discount as amended (“Code”), for immediate paymentthe calendar year of such Date of Termination (the “401(a)(17) Limit”), less then payment of such amount that is in excess of two (y2) times the amount, if any, remaining to 401(a)(17) Limit shall not be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under sixth (6) months following the medical and other health plans Date of Employer referred to Termination but instead shall be paid in Section 5 a lump sum payment on the next day after the date which is six (the "Continued Benefits"6) in which Executive was a participant immediately prior to months following the Date of Termination. ​ (E) Notwithstanding anything to the contrary contained herein, subject to timely payment by Executive the extent any amount set forth in clause (y) of all premiumsthis Section 8(f)(i) or subsections (A) and (B) of this Section 8(f)(i) constitutes 162(m) Excess Compensation, contributions and other co-payments required to no such 162(m) Excess Compensation shall be paid during such period by senior executives and, in lieu thereof, the Company shall make a Company 162(m) Contribution pursuant to the Post-2018 Deferred Compensation Plan to the Account of Employer Executive thereunder. Executive has been furnished a copy of the Post-2018 Non-Qualified Deferred Compensation Plan and understands that payment to him of a Company 162(m) Contribution contributed to Executive’s Account under the Post-2018 Non-Qualified Deferred Compensation Plan thereunder may be delayed until up to the sixth year after Executive’s separation from service from the Company. The Company retains the right to modify the terms of such plans as in effect the Seaboard Corporation Post-2018 Non-Qualified Deferred Compensation Plan from time to time. time as permitted by Code Section 409A. ​ Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i8(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer the Company or other Person (as defined below in Section 18(k) below) for which Executive performs services, including including, but not limited to to, consulting services.. ​ (ii) If Executive's ’s employment shall terminate upon his death or due to his Disability or if Employer the Company shall terminate Executive's ’s employment for Cause or due to Executive’s Disability, or Executive shall terminate resign from his employment without Good Reason employment, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365.. ​ (iii) Executive Except as specifically set forth in this Section 8(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that Company or its affiliates. ​ ​ ​ (xiv) Executive The Company shall not be entitled have the right to receive apply and set off against the Accrued Obligations or any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable other amounts owing to Executive under hereunder, any amounts owing by the terms of any such planExecutive to the Company, policy, program whether pursuant to this Agreement or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.otherwise. ​

Payments Upon Certain Terminations. (i) In Subject to Section 7, in the event of a termination of the Executive's employment by Employer Without Cause or the Company without Cause, a termination by the Executive of his employment for Good Reason or a termination by the Executive within 12 months of a Change in either such case during the Employment Period Control (any such termination, a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive's beneficiaries) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his the Executive shall receive in a lump sum an amount equal to 2.99 times (x) the Executive's Base Salary, at the rate - Salary in effect hereunder immediately prior to such termination plus (y) a bonus equal to the - greater of the Executive's most recent annual bonus or the annual bonus received immediately prior to the Qualifying Termination, which shall be payable in installments on EmployerExecutive's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Terminationmost recent annual bonus; plus (B) if the Company achieves right of the performance objectives established under - Executive to exercise any outstanding options or other rights to acquire any capital stock of the Bonus Plan for Company, shall be accelerated and become immediately exercisable; and (C) - the Bonus Year that includes right of the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt Executive to receive any compensation measured by the Board price of any capital stock of the consolidated financial statements Company, and any other rights to compensation or benefits under this Agreement (other than salary and annual bonus) which are contingent upon the continued employment of the Executive shall become immediately exercisable or receivable by the Executive to the extent they would have become exercisable or receivable by the Executive if he had remained employed by the Company for such Bonus Year, equal to the product balance of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) then current term of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting servicesAgreement. (ii) If the Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment is terminated by the Company for Cause or the Executive shall terminate his employment without Good Reason during the Employment Period, Employer or on account of retirement at or after age 65, the Company shall pay the Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In additionand, in the case of any such a termination due to Executive's death or Disabilityby the Executive without Good Reason, if the Company achieves the performance objectives established under the Bonus Plan a pro-rata bonus for the Bonus Year that includes the Date year of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365termination. (iii) In the case of the Executive's termination of employment due to the Executive's death, the Company shall pay the Executive's full Base Salary through the Date of Termination and shall continue to pay the Executive's then current Base Salary to a beneficiary designated by the Executive for a period of 180 days after the Executive's death. If the Executive's employment is terminated by the Company as a result of the Executive's Disability, the Company shall pay the Executive's full Base Salary through the Date of Termination and shall pay to the Executive an amount equal to 2 years' Base Salary plus the most recent annual bonus received by the Executive prior to the Executive's termination of employment. Amounts payable by the Company on account of the Executive's Disability shall be paid in 24 equal monthly installments at the end of each month after the month in which the Disability commences. (iv) In the event that the Executive's employment is terminated by the Executive for Good Reason or by the Company without Cause, if at any time during the five year period following the Executive's termination of employment the Executive shall not be a full time employee of another employer, the Company shall provide the Executive with (A) - the use of a suitable office which need not be on the Company's premises, (B) appropriate secretarial services, (C) the automobile provided for in Section 5(d) - hereunder and (D) the cost of obtaining health, accident and dental benefits for the Executive at benefit levels that are comparable to the health, accident and dental benefits that the Executive would have received under the Company benefit plans described in Section 5(b) hereunder if the Executive had continued employment with the Company. (v) In the case of any termination of employment, the Executive (or his estate, legal representative or beneficiaries) shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer the Company in which the Executive was a participant during his employment with Employer the Company in accordance with the terms thereof, provided that (x) the Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any any, severance, bonus or incentive compensation (and the provisions of this Section 7(f6(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) practice or the amount, if any, paid or amounts payable to Executive hereunder shall be reduced by the amounts payable under the terms of any such severance, bonus or incentive compensation plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofpractice).

Payments Upon Certain Terminations. (i) In the event of a Executive’s Separation from Service due to (I) termination of Executive's ’s employment by Employer the Company Without Cause (including as a result of the Company’s election not to renew the Employment Period as described in Section 3 herein) or a termination by Executive of his (II) Executive’s resignation from employment for Good Reason (including a deemed resignation as described in either such case clause (iv) of Section 10(d)) during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days following the Date of Separation from Service, (x) his full Base Salary through the Date of Termination andSeparation from Service, as liquidated damages in respect of claims based on provisions of this Agreement and provided to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined belowSeparation from Service that are subject to reimbursement pursuant to Section 9(a) and ending on the later of (iz) the third anniversary of the Commencement Date and (ii) the second anniversary payment for vacation time accrued as of the Date of Termination; plus Separation from Service but unused (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax), (y) and (B) of this Section 7(f)(iz), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of a Qualifying TerminationExecutive’s Separation from Service as described in this Section 10(f)(i) or 10(a), Employer shallprovided (except in the case of Executive’s Separation from Service due to his death), during Executive executes and delivers to the Severance PeriodCompany, provide Executive continued coverage within the applicable period of time provided for under the medical Age Discrimination in Employment Act of 1967, as amended, and other health plans in no event later than sixty (60) days following the Executive’s Date of Employer Separation from Service, an irrevocable Release and Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) payments of an amount equal to (x) if such Separation from Service occurs prior to a Change in Control, two (2) times, or (y) if such Separation from Service occurs subsequent to a Change in Control, three (3) times, the sum of (I) Executive’s Base Salary as of the Date of Separation from Service, (II) Executive’s target Annual Bonus (as described in Section 6(i) herein) and (III) the annual amount of the Benefits Allowance referred to in Section 5 8(b) herein, which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) subject to Section 21(k)(iii) herein, continued coverage during the period beginning on the Date of Separation from Service and ending on the (x) second anniversary, if such Separation from Service occurs prior to a Change in Control, or (y) third anniversary, if such Separation from Service occurs subsequent to a Change in Control, of the Date of Separation from Service (the "“Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 8(a) (the “Continued Benefits"”) for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service in the same manner that Executive received such benefits during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (C) to the extent applicable, the Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of Section 7 of this Agreement. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i10(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of Base Salary be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. Notwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, all similar health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (ii) If Executive's employment shall terminate upon his death or ’s Separation from Service occurs due to his Disability or if Employer shall terminate (A) termination of Executive's ’s employment by the Company for Cause or Executive shall terminate (B) Executive’s resignation from his employment without Good Reason (including as a result of Executive’s election not to renew the Employment Period as described in Section 3 herein), in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365Separation from Service. (iii) Executive shall be entitled to receive all amounts payable and Except as specifically set forth in this Section 10(f), no termination payments or benefits accrued or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(fits Affiliates) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or be payable to Executive under or in respect of Executive’s employment with the terms of any such plan, policy, program Company or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of Executive’s Separation from Service with the Company due to a termination of Executive's her employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive Executive, within thirty (or30) days of the Date of Separation from Service, following his death, to Executive's beneficiariesher (x) his full Base Salary through the Date of Termination andSeparation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 8(a) and (z) payment for vacation time accrued as liquidated damages of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in respect the event of claims based on provisions of Executive’s Separation from Service as described in this Agreement and Section 9(f)(i), provided that Executive executes and delivers a general release to the Company, within the applicable period of all claims time provided for under the Age Discrimination in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an irrevocable Separation Agreement and General Release substantially in the form attached hereto as Exhibit Dapproved by the Company, Executive shall be entitled to the following additional amountspayments and benefits: (A) his Base Salary, at the rate in effect hereunder immediately prior payments of an amount equal to the Qualifying Terminationsum of (x) Executive’s Base Salary and (y) the annual amount of the Benefits Allowance described in Section 7(b), which amount shall be payable in installments on Employer's equal installments, in accordance with the Company’s regular payroll datespolicies, for during the period (such period, the "Severance Period") beginning on the Date of Termination first business day immediately following the six (as defined below6) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second month anniversary of the Date of Termination; plusSeparation from Service and ending on the one (1) year anniversary of the Date of Separation from Service; (B) if a portion of Executive’s Annual Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year during which Executive was employed that includes the Date of TerminationSeparation from Service, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the “Pro-Rata Bonus”) of (1) the annual incentive bonus Annual Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan fiscal year had he Executive remained employed for the entire Bonus Yearfiscal year, determined based on the extent to which the Company actually achieves the performance goals for such year established pursuant to Section 5, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination Separation from Service and the denominator of which is equal to 365, lesssuch amount to be payable to Executive on the date (the “Bonus Payment Date”) annual bonuses for such fiscal year are actually paid by the Company to its active executives, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned; (C) subject to Section 20(k)(iii) herein, continued coverage during the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect period commencing on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum Separation from Service and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) ending on the installments one year anniversary of the Base Salary then remaining to be paid to Executive pursuant to clause Date of Separation from Service (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the “Severance Period, provide Executive continued coverage ”) under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 (the "Continued Benefits"7(a) for Executive and her eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (D) at the discretion of the Company, the services of an outplacement agency as selected by and for such period of time as determined by the Chief Human Resources Officer of the Company; provided that in no event will the duration of such outplacement services exceed the Severance Period and that any reimbursement to be paid by the Company for such services will be made by the end of the year following the year in which the Date of Separation from Service occurs. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i9(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of pursuant to this Section 9(f) be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as of the effective date of such new coverage. (ii) If In the event of Executive's ’s Separation from Service due to a termination of her employment shall terminate (x) upon his her death or due to his Disability or if Employer shall terminate Executive's employment (y) by the Company for Cause or as a result of Executive’s Disability or (z) by Executive shall terminate his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, his beneficiariesto her estate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 aboveSeparation from Service. In addition, if Executive’s employment shall terminate upon her death or be terminated by the Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the case event of any such termination due Executive’s death, to Executive's death or Disabilityher estate) the Pro-Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of TerminationSeparation from Service, Employer shall pay Executive but in no event later than two and a half (or his beneficiaries if applicable2 1/2) an amount, payable in one lump sum as soon as reasonably practicable months following receipt by the Board end of the consolidated financial statements of the Company for applicable fiscal year in which such Annual Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365was earned. (iii) Executive Except as specifically set forth in this Section 9(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer the Company Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiariesestate) within 30 days of the Date of Termination his (x) full Base Salary through the Date of Termination, (y) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination andthat are subject to reimbursement pursuant to Section 6(b) and (z) payment for vacation time accrued as of the Date of Termination but unused (such amounts under clauses (x), as liquidated damages (y) and (z), collectively the "Accrued Obligations"). In addition, in respect the event of claims based on provisions any such termination of this Agreement and Executive's employment; provided Executive executes and delivers to the Company a general release Release and Discharge of all claims Claims substantially in the form attached hereto as Exhibit Dpreviously provided to Executive in connection with the execution of this Agreement, Executive (or, following his death, Executive's estate) shall be entitled to the following additional amountspayments and benefits: (A) his continued payments of the Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employerin accordance with the Company's regular payroll datespolicies, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second eighteen month anniversary of the Date of Termination; plusTermination (the "Severance Period"); (B) if a portion of Executive's Bonus for the fiscal year of the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, portion to equal to the product (such product, the "Pro Rata Bonus") of (1) the annual incentive bonus Bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan year had he remained employed for the entire Bonus Yearfiscal year and had Executive and the Company each achieved (but not exceeded) the target performance objectives for such year established by the Board or a committee thereof, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year fiscal year that precede the Date of Termination and the denominator of which is equal to 365, lesssuch amount to be payable to Executive within five business days following the date (the "Bonus Payment Date") annual bonuses for such fiscal year are actually paid by the Company to its active executives; (C) the amount, if any, paid or payable to Executive under the terms payment of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments 150% of the Base Salary then remaining to be paid to Executive pursuant to clause Average Annual Bonus (Aas defined below) above, and within 10 days following the amount, if any, then remaining to be paid to Executive pursuant to clause Date of Termination; (BD) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, continued coverage during the Severance Period, provide Executive continued coverage Period under the Company's medical and other health dental insurance plans of Employer referred to in Section 5 (the "Continued Benefits") for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services.; (iiE) If Executive's employment shall terminate upon his death or due with respect to his Disability or if Employer shall terminate Executive's employment for Cause or any Options and Islands Equity Awards held by Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due immediately prior to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer (1) those Options and Island Equity Awards that have not become vested prior to the Date of Termination and that would, based solely on Executive's continued employment, have become vested during the Severance Period but for Executive's termination of employment, shall pay continue to vest and become exercisable in accordance with their respective terms during the Severance Period as though Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt had continued to be employed by the Board of the consolidated financial statements of the Company for such Bonus Yearperiod, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal all other Options and Island Equity Awards that have not become vested prior to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between shall expire on the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of TerminationTermination and (3) to the extent vested, outstanding Options and the denominator of which is equal to 365. (iii) Executive Island Equity Awards shall be entitled to receive all amounts payable exercisable during the Severance Period and benefits accrued under any otherwise applicable plan, policy, program or practice for the period following the expiration of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that Severance Period ending on the earlier of (x) Executive shall not be entitled to receive any payments the normal expiration date of the applicable Option or benefits under any such planIsland Equity Award, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under 30th day following the terms expiration of the Severance Period and (z) any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as later date provided in clause (Cii) thereofof Section II(a) of the Letter Agreement with respect to the Island Equity Awards specifically referenced therein; and (F) the Holding Period shall expire solely on the conditions and to the extent provided in Section 4(d) hereof.

Payments Upon Certain Terminations. ​ (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days of the Date of Termination, (x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect to the extent not previously paid; (y) the pro-rata amount of claims the Annual Bonus (based on provisions the amount paid or awarded for the previous year) which is accrued through the Date of this Agreement Termination; and provided (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to the terms hereof, and payment for paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s ​ employment, if Executive executes and delivers to the Company a general release Release and Discharge of all claims All Claims substantially in the form attached hereto as Exhibit D(“Release”) within thirty (30) days after the Date of Termination, Executive shall be entitled to the following payments and benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following additional amounts:payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): ​ (A) his the Executive’s Base Salary, Salary (at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning Base Salary being paid on the Date of Termination Termination), for one (as defined below1) and ending year (the “Severance Period”), payable in installments in accordance with the Company’s regular payroll policies for one year after the Date of Termination; and (B) a lump sum payment of $1,500,000 payable on the later of (i) the third one-year anniversary of the Commencement Date and (ii) the second anniversary date of the Date of Termination; plusand ​ (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1C) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under shall automatically vest in all employee welfare and benefit plans in which the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator Executive was participating as of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, such benefits shall be paid or payable to Executive under in accordance with the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable such plans; and (D) The Company and Executive agree that each payment made by the Company to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay Executive pursuant to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses subsections (A) and (B) of this Section 7(f)(i)8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments. (E) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount equal to (x) the installments of the Base Salary then remaining to be paid to the Executive pursuant to clause Subsections (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) aboveof this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, without discount as amended (“Code”), for immediate paymentthe calendar year of such Date of Termination (the “401(a)(17) Limit”), less then payment of such amount that is in excess of two (y2) times the amount, if any, remaining to 401(a)(17) Limit shall not be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under sixth (6) months following the medical and other health plans Date of Employer referred to Termination but instead shall be paid in Section 5 a lump sum payment on the next day after the date which is six (the "Continued Benefits"6) in which Executive was a participant immediately prior to months following the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. ​ Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i8(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including including, but not limited to to, consulting services.. The foregoing shall not relieve Executive of the non-competition prohibitions provided in Section 10 below. ​ (ii) If Executive's ’s employment shall terminate upon his death or due to his Executive’s Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate resign from his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination. If the Company shall terminate Executive’s employment for Cause, Employer the Company shall pay Executive the termination benefits, as provided in clauses (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Terminationx) and the denominator (z) of which is equal to 365.Section 8(f)(i). ​ (iii) Executive Except as specifically set forth in this Section 8(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereofCompany or its Affiliates. ​ (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, provided that (x) any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not be entitled to receive any payments accelerate the time or benefits schedule of a payment of Deferred Compensation except as permitted under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Treasury Regulation Section 7(f) shall supersede the provisions of any such plan, policy, program or practice1.409A-3(j)(4)(xiii), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.. ​

Payments Upon Certain Terminations. (i) In the event of a termination of If Executive's ’s employment is terminated by Employer Without Cause or a termination by Executive of terminates his employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination")Reason, Employer shall pay or provide to Executive (or, following as severance payments and benefits the following: A. Executive shall receive his death, to Executive's beneficiaries) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on from the Date of Termination (as defined in Section 7(h) below) and ending through the expiration of the Severance Period as set forth on Section 4 of Attachment A, paid in semi-monthly installments as provided in Section 3; B. Executive shall receive the later of product of (i) the third anniversary amount of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus compensation that would have been payable to Executive for such Bonus Year pursuant to Section 4(bSections 4(a), 4(c) under and the Bonus Annual Incentive Compensation Plan had he remained employed for the entire Bonus Yearcalendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Termination, multiplied by by (2ii) a fraction, the numerator of which is equal to the number of days in such Bonus Year calendar year that precede the Date of Termination and the denominator of which is equal 365; C. continuation of participation in Employer’s group medical plan pursuant to 365the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employer’s expense until the earlier of the conclusion of the Severance Period and the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, lesshowever, that in the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan; and D. a pro-rated acceleration of the next installment in the equity vesting schedule set forth in Section 4(b) following termination based on the number of days Executive worked in the applicable twelve (C12) the amountmonth vesting period in which termination occurs. By way of example, if any, paid Executive is terminated by Employer without Cause or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on terminates his employment for Good Reason and the Date of Termination is half way through the second twelve (a "Severance Program"); provided that Employer may12) month vesting period, at any time, pay to Executive, Executive will previously have vested in a single lump sum 15% on the first anniversary and will be vested in satisfaction of Employer's obligations under clauses 50% (A) and (Brepresenting the half-year worked) of this Section 7(f)(i), an the 20% vesting amount equal to (x) for the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting servicessecond year. (ii) If Executive's employment shall terminate upon Upon his death or due to his Disability or if Employer shall terminate terminates Executive's ’s employment for Cause or Executive shall terminate his employment without Good Reason during the Employment PeriodCause, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In additionTermination, plus, in the case of any such termination due to upon Executive's ’s death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date a pro-rata amount of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal incentive compensation pursuant to the product of Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) ). Executive shall not be entitled to receive any payments or benefits severance compensation under any such planseverance compensation plan of Employer; provided, policyhowever, program that other than severance compensation, any benefits payable to or practice providing in respect of Executive under any bonus otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be made on account of Executive’s death or incentive compensation Disability shall be made to Executive or his designated beneficiary in the case of death no later than two and one-half (and 2½) months following the provisions end of the calendar year in which Executive’s employment terminates on account of death or Disability. Finally, Executive or his designated beneficiary in the case of death shall be entitled to the equity vested pursuant to Section 4(b). (iii) Notwithstanding anything to the contrary in this Section 7(fAgreement, in the event of Employee’s voluntary termination without Good Reason or his termination for Cause, Employer shall have the right to continue to pay Employee’s Base Salary for a period of up to twelve (12) months following the Date of Termination (which period shall supersede also be referred to as the provisions of any such plan, policy, program or practiceSeverance Period), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) in semi-monthly installments as provided in clause (C) thereofSection 3, in exchange for Employee’s compliance with the covenants contained in Sections 9, 10 and 11. Finally, Executive shall be entitled to the equity vested pursuant to Section 4(b).

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's employment by Employer Without Cause or a termination by Executive of his employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination")Period, Employer shall pay to Executive (or, following his death, to Executive's beneficiariesbeneficiary) his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments based on Employer's regular payroll datespractices, for the period beginning on the Date of Termination and ending on the earlier of (such periodx) the last day of the Term, and (y) the third anniversary of the Date of Termination (the "Severance Period") beginning on the Date of Termination (as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (iiB) the second anniversary if, as of the Date of Termination; plus (B) if , the Company achieves has achieved the performance objectives established under the Bonus Plan Company's annual incentive compensation plan for the Bonus Year calendar year that includes the Date of Termination, pro rated on the basis of the fraction described in the immediately following clause (B)(2) hereof, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board Employer of the consolidated Employer's or Holding's financial statements of the Company for such Bonus Yearcalendar year (accompanied by an audit report of its accountants) through the Date of Termination, equal to the product of (1) the annual amount of incentive bonus compensation that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) calendar year under the Bonus Plan annual incentive compensation plan had he remained employed for the entire Bonus Yearcalendar year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year calendar year that precede the Date of Termination and the denominator of which is equal to 365365 (such product, less the "Pro Rata Bonus"), less (C) the amount, if any, any amount paid or payable to Executive under the terms of any severance planplan or program of Holding, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, their respective subsidiaries as in effect on the Date of Termination (a "Severance Program")Termination; provided that Employer may, at any time, pay to Executive, Executive in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program plan or program identified under clause (C) above. In addition, in the event If Executive's employment shall terminate and he is entitled to receive continued payments of a Qualifying Terminationhis Base Salary under clause (A) of this Section 7(f)(i), Employer shall, shall (x) continue to provide to Executive during the Severance PeriodPeriod the life, provide Executive continued coverage under the medical medical, dental, accidental death and other health plans of Employer dismemberment and prescription drug benefits referred to in Section 5 (the "Continued Benefits") and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in which Executive was a participant immediately prior to excess of the Date lesser of Termination, subject to timely payment by Executive (i) $25,000 and (ii) 20% of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to timeExecutive's Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that payments of Base Salary and Continued Benefits shall be reduced or canceled to the extent of any compensation, fees or comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) entity for which whom Executive performs services, services including but not limited to consulting services. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Base Salary through the Date of Termination or as provided in Section 3 above. In additionTermination, plus, in the case of any such termination due to upon Executive's death or Disability, if the Company achieves has achieved the pro rated performance objectives established under target for such calendar year (determined as provided in Section 7(e)(ii)), the Pro Rata Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board portion of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the calendar year preceding Executive's Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) ), plus in the case of termination upon Executive's death, his full Base Salary for the remainder of the pay period in which death occurs and the denominator of which is equal to 365for one month thereafter. (iii) Any benefits payable to Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable planplans, policy, program or practice policies and practices of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under limited by this Section 7(e), other than any such severance plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In consideration of the event of a termination of covenants set forth Section 6(g) below, and provided that Executive remains in full compliance with the post-employment undertakings set forth in herein, if Executive's employment is terminated by Employer Without Cause Cause, or a termination by if Executive of his terminates Executive’s employment for Good Reason in either such case during the Employment Period (any such termination, a "Qualifying Termination")Reason, Employer shall pay to Executive (or, following his death, or provide to Executive's beneficiaries) , as severance payments and benefits (collectively, “Severance”), the following: A. Executive shall receive his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on from the Date of Termination (as defined in Section 6(h) below) and ending through the expiration of the Severance Period as set forth on Section 4 of “Attachment A,” which amount shall be paid in semi-monthly installments as provided in Section 2 above; B. Executive shall receive the later of product of: (i) the third anniversary amount of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus compensation that would have been payable to Executive for such Bonus Year pursuant to Section 4(bSections 3(a), 3(c) under and the Bonus Annual Incentive Compensation Plan had he remained employed for the entire Bonus Yearcalendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Termination, multiplied by by (2ii) a fraction, the numerator of which is equal to the number of days in such Bonus Year calendar year that precede the Date of Termination and the denominator of which is equal 365; C. Executive shall be entitled to 365continued participation in Employer's group medical benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), less at Employer's expense, until the earlier of (Ci) the amount, if any, paid or payable to Executive under conclusion of the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) Period and (B) of this Section 7(f)(i), an amount equal to (xii) the installments of the Base Salary then remaining to be paid to date on which Executive pursuant to clause (A) abovefirst becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, and the amounthowever, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, that in the event of a Qualifying Termination, Employer shall, during cannot reasonably provide Executive and Executive’s dependents with coverage under Employer's group medical benefits plan for the full Severance Period, Employer may provide Executive continued coverage under the medical and other health one or more alternative plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior or arrangements providing substantially equivalent coverage to the Date of Termination, subject coverage then being provided to timely payment by Executive of all premiums, contributions active employees and other co-payments required to be paid during such period by senior executives of Employer their dependants under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting servicesEmployer's group medical benefits plan. (ii) If Executive's ’s employment shall terminate upon his hereunder is terminated due to Executive’s death or due to his Disability Disability, or if Employer shall terminate terminates Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Employment PeriodCause, Employer shall pay Executive (or, in the event of his death, his beneficiaries) his full Executive’s Base Salary through the Date of Termination or as provided in Section 3 above. In additionTermination, plus, in the case of any such termination due to upon Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date a pro-rata amount of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal incentive compensation pursuant to the product of Annual Incentive Compensation Plan calculated in the same manner as Section 6(f)(i)(B) above (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his Executive’s duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan). In these circumstances, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits severance compensation under any such planseverance compensation plan of Employer; provided, policyhowever, program that other than severance compensation, any benefits payable to or practice providing in respect of Executive under any bonus otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be made on account of Executive's death or incentive compensation Disability shall be made to Executive (or Executive’s designated beneficiary in the case of death) no later than two and one-half (2 1/2) months following the provisions end of the calendar year in which Executive's employment terminates on account of death or Disability. (iii) Notwithstanding anything to the contrary in this Section 7(fAgreement, in the event of Employee's voluntary termination without Good Reason or Executive’s termination for Cause, Employer shall have the right to continue to pay Employee's Base Salary for a period of up to twelve (12) months following the Date of Termination (which period shall supersede also be referred to as the provisions of any such plan, policy, program or practiceSeverance Period), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) in semi-monthly installments as provided in clause (C) thereofSection 2 in exchange for Executive’s compliance with the covenants contained herein.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days of the Date of Termination, (x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect to the extent not previously paid; (y) the pro-rata amount of claims the Annual Bonus (based on provisions the amount paid for the previous year) which is accrued through the date of this Agreement termination; and provided (z) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (that are subject to reimbursement pursuant to the terms hereof, and payment for paid time off accrued as defined below) and ending on the later of (i) the third anniversary of the Commencement Date and (ii) the second anniversary of the Date of Termination; plus Termination but unused (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax), (y) and (B) of this Section 7(f)(iz), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a Qualifying Release and Discharge of All Claims substantially in the form attached hereto (“Release”) within thirty (30) days after the Date of Termination, Employer shallExecutive shall be entitled to the following payments and benefits (provided, during however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) the Executive’s Base Salary (at the Base Salary being paid on the Date of Termination), for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) year (the “Severance Period”), provide Executive continued coverage under payable in installments in accordance with the medical and other health plans Company’s regular payroll policies for one year after the Date of Employer referred to in Section 5 Termination, with the first installment being paid on the Company’s regular pay date following the date which is thirty (30) days after the Date of Termination (the "Continued Benefits"“Payment Commencement Date”) in which (with the first installment being the sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and with subsequent installments being based on the Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Termination; and (B) the Executive’s Annual Bonus (at the amount of the Annual Bonus paid to the Executive was a participant immediately for the year prior to the Date of Termination) which would have been paid to the Executive had Executive’s employment continued for the Severance Period, subject to timely payment by Executive of all premiumsduly apportioned for any partial year, contributions and other co-payments required such amount to be payable to Executive on the one year anniversary date of the Date of Termination; and (C) the Executive shall automatically vest in all employee welfare and benefit plans in which the Executive was participating as of the Date of Termination and such benefits shall be paid during such period by senior executives of Employer under to Executive in accordance with the terms of such plans as in effect from time plans; and (D) the Company shall provide outplacement services to timeExecutive for up to ninety (90) days. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i8(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing shall not relieve Executive of the non-competition prohibitions provided in Section 10 below. (ii) If Executive's ’s employment shall terminate upon his death or due to his Executive’s Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate resign from his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination. If the Company shall terminate Executive’s employment for Cause, Employer the Company shall pay Executive the termination benefits, as provided in clauses (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Terminationx) and the denominator (z) of which is equal to 365Section 8(f)(i). (iii) Executive Except as specifically set forth in this Section 8(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereof, provided that Company or its Affiliates. (xiv) Executive The Company shall not be entitled have the right to receive apply and set off against the Accrued Obligations or any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or payable other amounts owing to Executive under hereunder, any amounts owing by the terms of any such planExecutive to the Company, policy, program whether pursuant to this Agreement or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofotherwise.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause or a termination by Executive of his Executive’s resignation from employment for Good Reason in either such case during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days of the Date of Termination, (x) his full Base Salary through the Date of Termination andTermination, as liquidated damages in respect to the extent not previously paid; (y) the pro-rata amount of claims the Annual Bonus (based on provisions the amount paid for the previous year) which is accrued through the date of this Agreement termination; and provided (z) reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement pursuant to the terms hereof, and payment for paid time off accrued as of the Date of Termination but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, if Executive executes and delivers to the Company a general release Release and Discharge of all claims All Claims substantially in the form attached hereto as Exhibit D(“Release”) within 30 days after the Date of Termination, Executive shall be entitled to the following payments and benefits (provided, however, in the event of Executive’s death following the Date of Termination but prior to delivery of the executed Release, the following additional amounts:payments shall be paid to Executive’s estate, notwithstanding that the Release has not been executed): (A) his the Executive’s Base Salary, Salary (at the rate in effect hereunder immediately prior to Base Salary being paid on the Qualifying Date of Termination), which shall be for the longer of: (x) the remaining Employment Period (assuming Executive’s employment had not terminated) or (y) one (1) year (the “Severance Period”), payable in installments on Employer's in accordance with the Company’s regular payroll datespolicies for one year after the Date of Termination, for with the period (such period, first installment being paid on the "Severance Period") beginning on Company’s regular pay date following the day which is 30 days after the Date of Termination (as defined belowthe “Payment Commencement Date”) and ending on (with the later of (i) first installment being the third anniversary sum of the Base Salary installments from the Date of Termination through the Payment Commencement Date and (ii) with subsequent installments being based on the second Base Salary), and with the balance, if any, being paid pursuant to a lump sum payment on the one year anniversary date of the Date of Termination; plusand (B) if the Company achieves Executive’s Annual Bonus (at the performance objectives established under amount of the Annual Bonus Plan paid to the Executive for the Bonus Year that includes year prior to the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that which would have been paid to the Executive had Executive’s employment continued for the Severance Period, duly apportioned for any partial year, such amount to be payable to Executive for such Bonus Year pursuant to Section 4(bon the one year anniversary date of the Date of Termination; and (C) under the Bonus Plan had he remained employed for Executive shall automatically vest in all employee welfare and benefit plans in which the entire Bonus Year, multiplied by (2) a fraction, the numerator Executive was participating as of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, such benefits shall be paid or payable to Executive under in accordance with the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable such plans; and (D) the Company shall provide outplacement services to Executive, as in effect on Executive for up to ninety (90) days; and (E) The Company and Executive agree that each payment made by the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay Company to Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses Executive pursuant to subsections (A) and (B) of this Section 7(f)(i)8(f)(i) shall be deemed to be a separate and distinct payment for purposes of Internal Revenue Code Section 409A and the related regulations, as opposed to an annuity or other collective series of payments; and (F) Notwithstanding anything to the contrary contained herein, to the extent the aggregate amount equal to (x) the installments of the Base Salary then remaining to be paid to the Executive pursuant to clause Subsections (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) aboveof this Section 8(f)(i) during the six (6) months following the Date of Termination exceeds two (2) times the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, without discount as amended (“Code”), for immediate paymentthe calendar year of such Date of Termination (the “401(a)(17) Limit”), less then payment of such amount that is in excess of two (y2) times the amount, if any, remaining to 401(a)(17) Limit shall not be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under sixth (6) months following the medical and other health plans Date of Employer referred to Termination but instead shall be paid in Section 5 a lump sum payment on the next day after the date which is six (the "Continued Benefits"6) in which Executive was a participant immediately prior to months following the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of such plans as in effect from time to time. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i8(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive hereunder be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period remainder of the fiscal year of the Company that includes the Date of Termination by a subsequent employer or other Person (as defined below in Section 18(k) below) for which Executive performs services, including including, but not limited to to, consulting services. The foregoing shall not relieve Executive of the non-competition prohibitions provided in Section 10 below. (ii) If Executive's ’s employment shall terminate upon his death or due to his Executive’s Disability or if Employer shall terminate Executive's employment for Cause or Executive shall terminate resign from his employment without Good Reason Reason, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination. If the Company shall terminate Executive’s employment for Cause, Employer the Company shall pay Executive the termination benefits, as provided in clauses (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Terminationx) and the denominator (z) of which is equal to 365Section 8(f)(i). (iii) Executive Except as specifically set forth in this Section 8(f), no termination benefits shall be entitled payable to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice in respect of Employer in which Executive was a participant during his Executive’s employment with Employer in accordance with the terms thereofCompany or its Affiliates. (iv) The Company shall have the right to apply and set off against the Accrued Obligations or any other amounts owing to Executive hereunder, provided that (x) any amounts owing by the Executive to the Company, whether pursuant to this Agreement or otherwise. Notwithstanding the foregoing, such set off shall not be entitled to receive any payments accelerate the time or benefits schedule of a payment of Deferred Compensation except as permitted under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Treasury Regulation Section 7(f) shall supersede the provisions of any such plan, policy, program or practice1.409A-3(j)(4)(xiii), and (y) the amount, if any, paid or payable to Executive under the terms of any such plan, policy, program or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereof.

Payments Upon Certain Terminations. (i) In the event of a Executive’s Separation from Service due to (I) termination of Executive's ’s employment by Employer the Company Without Cause (including as a result of the Company’s election not to renew the Employment Period as described in Section 3 herein) or a termination by Executive of his (II) Executive’s resignation from employment for Good Reason (including a deemed resignation as described in either such case clause (iv) of Section 10(d)) during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days following the Date of Separation from Service, (x) his full Base Salary through the Date of Termination andSeparation from Service, as liquidated damages in respect of claims based on provisions of this Agreement and provided to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined belowSeparation from Service that are subject to reimbursement pursuant to Section 9(a) and ending on the later of (iz) the third anniversary of the Commencement Date and (ii) the second anniversary payment for vacation time accrued as of the Date of Termination; plus Separation from Service but unused (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax), (y) and (B) of this Section 7(f)(iz), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of a Qualifying TerminationExecutive’s Separation from Service as described in this Section 10(f)(i) or 10(a), Employer shallprovided (except in the case of Executive’s Separation from Service due to his death), during Executive executes and delivers to the Severance PeriodCompany, provide Executive continued coverage within the applicable period of time provided for under the medical Age Discrimination in Employment Act of 1967, as amended, and other health plans in no event later than sixty (60) days following the Executive’s Date of Employer Separation from Service, an irrevocable Release and Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) payments of an amount equal to the sum of (i) (x) if such Separation from Service occurs prior to a Change in Control, four (4) times, or (y) if such Separation from Service occurs subsequent to a Change in Control, six (6) times, Executive’s Base Salary as of the Date of Separation from Service, and (ii) (z) if such Separation from Service occurs prior to a Change in Control, two (2) times, or (aa) if such Separation from Service occurs subsequent to a Change in Control, three (3) times, the annual amount of the Benefits Allowance referred to in Section 5 8(b) herein, which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year anniversary of the Date of Separation from Service. For the avoidance of doubt, Executive will not be entitled to receive an Annual Bonus or prorated Annual Bonus for the fiscal year in which Executive’s Separation from Service occurs; (B) subject to Section 21(k)(iii) herein, continued coverage during the period beginning on the Date of Separation from Service and ending on the (x) second anniversary, if such Separation from Service occurs prior to a Change in Control, or (y) third anniversary, if such Separation from Service occurs subsequent to a Change in Control, of the Date of Separation from Service (the "“Severance Period”) under the Company’s medical, dental and life insurance plans referred to in Section 8(a) (the “Continued Benefits"”) for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationSeparation from Service in the same manner that Executive received such benefits during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (C) to the extent applicable, the Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of Section 7 of this Agreement. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i10(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of Base Salary be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. Notwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, all similar health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (ii) If Executive's employment shall terminate upon his death or ’s Separation from Service occurs due to his Disability or if Employer shall terminate (A) termination of Executive's ’s employment by the Company for Cause or Executive shall terminate (B) Executive’s resignation from his employment without Good Reason (including as a result of Executive’s election not to renew the Employment Period as described in Section 3 herein), in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Accrued Obligations within thirty (30) days following the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365Separation from Service. (iii) Executive shall be entitled to receive all amounts payable and Except as specifically set forth in this Section 10(f), no termination payments or benefits accrued or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(fits Affiliates) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or be payable to Executive under or in respect of Executive’s employment with the terms of any such plan, policy, program Company or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.

Payments Upon Certain Terminations. (i) In the event of a termination of Executive's ’s employment by Employer the Company Without Cause Cause, as a result of the Company serving notice of non-renewal of the Employment Period as described in Section 3 herein or a termination by Executive of his Executive’s resignation from employment for Good Reason (including a deemed resignation as described in either such case clause (iv) of Section 10(d)) during the Employment Period (any such terminationPeriod, a "Qualifying Termination"), Employer the Company shall pay to Executive (or, following his death, to Executive's beneficiaries’s estate), within thirty (30) days of the Date of Termination, his (x) full Base Salary through the Date of Termination andTermination, as liquidated damages in respect of claims based on provisions of this Agreement and provided to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (A) his Base Salary, at the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Employer's regular payroll dates, for the period (such period, the "Severance Period") beginning on the Date of Termination (as defined belowthat are subject to reimbursement pursuant to Section 9(a) and ending on the later of (iz) the third anniversary of the Commencement Date and (ii) the second anniversary payment for vacation time accrued as of the Date of Termination; plus Termination but unused (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination (a "Severance Program"); provided that Employer may, at any time, pay to Executive, in a single lump sum and in satisfaction of Employer's obligations amounts under clauses (Ax), (y) and (B) of this Section 7(f)(iz), an amount equal to (x) collectively the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the amount, if any, remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above“Accrued Obligations”). In addition, in the event of any such termination of Executive’s employment, provided Executive executes and delivers to the Company a Qualifying Release and Discharge of All Claims substantially in the form approved by the Company (except in the case of Executive’s death), Executive (or, following his death, Executive’s estate) shall be entitled to the following payments and benefits: (A) continued payments of an amount equal to (x) if such termination occurs prior to a Change in Control, two (2) times, or (y) if such termination occurs subsequent to a Change in Control, three (3) times, the sum of Executive’s Base Salary as of the Date of Termination and Executive’s Target Annual Bonus (as described in Section 6(i) herein), in each case payable in equal installments in accordance with the Company’s regular payroll policies, for the period beginning on the six (6) month anniversary of the Date of Termination and ending on the one (1) year anniversary of the Date of Termination, Employer shall, ; (B) continued coverage during the period beginning on the Date of Termination and ending on the (x) second anniversary, if such termination occurs prior to a Change in Control or (y) third anniversary, if such termination occurs subsequent to a Change in Control, of the Date of Termination (the “Severance Period, provide Executive continued coverage ”) under the medical Company’s medical, dental and other health life insurance plans of Employer referred to in Section 5 8(a) and continued payment during the Severance Period of the Benefits Allowance referred to in Section 8(b) (collectively, the "“Continued Benefits"”) for Executive and his eligible dependents participating in which Executive was a participant such plans immediately prior to the Date of TerminationTermination in the same manner that Executive received during his employment, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by active senior executives of Employer the Company under the terms of such plans as in effect from time to time; and (C) to the extent applicable, the Options and other equity awards held by Executive shall vest and be exercisable in accordance with the terms and conditions of Section 7 of this Agreement. Executive shall not have a duty to mitigate the costs to Employer the Company under this Section 7(f)(i10(f)(i), except that Continued Benefits nor shall any payments from the Company to Executive of Base Salary be reduced, offset or canceled to the extent of by any comparable benefit coverage compensation or fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. Notwithstanding anything in this Section 10(f)(i) to the contrary, (i) in the event of a termination of Executive’s employment with the Company upon Executive’s death or due to his Disability, any payments from the Company to Executive described in Section 10(f)(i)(A) shall be reduced by the value of any Company provided life and disability benefits Executive (or Executive’s estate in the case of his death) is entitled to receive in connection with such death or Disability, and (ii) should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent employer or Person for whom Executive performs services, all similar health and medical benefits coverage provided by the Company to Executive shall immediately terminate. (ii) If Executive's employment shall terminate upon his death or due to his Disability or if Employer the Company shall terminate Executive's ’s employment for Cause or Executive shall terminate resign from his employment without Good Reason or as a result of Executive serving notice of non-renewal of the Employment Period as described in Section 3 herein, in any such case during the Employment Period, Employer the Company shall pay to Executive (or, in the event of his Executive’s death, to his beneficiariesestate) his full Base Salary through the Date of Termination or as provided in Section 3 above. In addition, in the case of any such termination due to Executive's death or Disability, if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes Accrued Obligations within thirty (30) days following the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) the annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination (exclusive of any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and Except as specifically set forth in this Section 10(f), no termination payments or benefits accrued or similar payments or benefits (including any payments or benefits under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments Company or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(fits Affiliates) shall supersede the provisions of any such plan, policy, program or practice), and (y) the amount, if any, paid or be payable to Executive under or in respect of Executive’s employment with the terms of any such plan, policy, program Company or practice relating to severance shall reduce the amounts payable under Section 7(f)(i) as provided in clause (C) thereofits Affiliates.