Common use of Rights and Remedies on Termination Clause in Contracts

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(c) or by Employee pursuant to Section 6(d), then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits in effect at the time of such termination, for one year (the “Severance Period”), provided, if Employee is employed or engaged as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Year.

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section §6(a), Section §6(b) or §6(c), Section 6(c) or by the Employee pursuant to Section §6(d)) or pursuant to §3 in connection with the expiration of the initial term hereunder, then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3§6(d), Section 6(d) (other than for resignation by in connection with the Employee) Employer’s election not to renew the term pursuant to §3 above, or by the Employee pursuant to Section §6(e), then the Employee shall be entitled to continue to receive (A) payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination (the “Termination Date”) for one year a twenty-four (24) month period following such termination (the “Severance Period”), provided(B) any Bonus earned for a completed calendar year pursuant to §4(b) but not yet paid as of the Termination Date, if Employee is employed (C) to the extent that the Board determines that the Company was on track to meet the current calendar year Base Bonus targets contemplated by §4(b) at the time of termination and those targets are actually met for such calendar year, the amount of the applicable Base Bonus prorated for the number days elapsed (out of 365) in such year prior to such termination (it being understood and agreed that any Bonuses or engaged prorated Bonuses payable pursuant to clauses (B) or (C) above shall be paid at such time as a consultant, advisor or similar position such Bonuses would have otherwise been payable under §4(b)) and (“Subsequent Employment”D) the benefits described in §4(d) (other than aircraft charter reimbursement) during the Severance Period; provided, however, that (x) the Employee’s right to receive the foregoing payments and benefits is expressly conditioned upon receipt by the Employer within thirty (30) days following the Termination Date of a written release executed by the Employee, in form and substance satisfactory to the Employer, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee’s employment or termination of employment by the Employer, and (y) in the event that the Employee breaches any of the covenants, terms or provisions of §§7, 8 or 9 hereof, without limiting any other rights that the Employer may have, the amounts due Employer’s obligation to Employee make payments under this Section §6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employmentshall immediately terminate. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section §6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section §5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section §6(a), Section §6(b) or §6(c), Section 6(c) or by the Employee pursuant to Section §6(d)) or pursuant to §3 in connection with the expiration of the Initial Term or any subsequent term hereunder, then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3§6(d), Section 6(d) (other than for resignation by in connection with the Employee) Employer’s election not to renew the Term or any Renewal Term pursuant to §3 above, or by the Employee pursuant to Section §6(e), then the Employee shall be entitled to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination (the “Termination Date”) for one year a twelve month period following such termination (the “Severance Period”), provided, if however, that (A) the Employee’s right to receive the foregoing payments is expressly conditioned upon receipt by the Employer within thirty (30) days following the Termination Date of a written release executed by the Employee, in form and substance satisfactory to the Employer, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee’s employment or termination of employment by the Employer, and (B) in the event that the Employee is employed breaches any of the covenants, terms or engaged as a consultantprovisions of §§7, advisor 8 or similar position (“Subsequent Employment”) during 9 hereof, without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer’s obligation to Employee make payments under this Section §6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employmentshall immediately terminate. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section §6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section §5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section any of Sections 6(a), Section 6(b), Section ) or 6(c) or by Employee pursuant to Section 6(d), then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer CURO pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive (a) payment, in accordance with the EmployerCURO’s then then-current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination (the “Termination Date”) for one year a 12-month period following such termination (the “Severance Period”), provided, if Employee is employed or engaged as (b) any STIP Award earned for a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment. (iii) If the Employee’s employment hereunder is terminated completed calendar year pursuant to Section 6(a4(b) but not yet paid as of the Termination Date, (c) to the extent that the Board determines that CURO was on track to meet the current calendar year STIP Award targets contemplated by Section 4(b) at the Termination Date and those targets are actually met for such calendar year, the amount of the applicable STIP Award prorated for the number days elapsed (out of 365) in such year prior to such Termination Date (it being understood and agreed that any STIP Award or prorated STIP Award payable pursuant to clauses (b) or (c) above shall be paid at such time as such STIP Awards would have otherwise been payable under Section 4(b)) and (d) to the extent permitted by applicable law without any penalty to Employee or CURO and subject to Employee’s election of COBRA continuation coverage under CURO’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Period during which Employee is receiving COBRA continuation coverage under CURO’s group health plan (the “COBRA Continuation Period”), Section 6(b), Section 6(d), or Section 6(e), then CURO will pay Employee an amount equal to the Employee “applicable percentage” of the monthly COBRA premium cost; provided that the payments pursuant to this clause (d) shall be entitled made on an after-tax basis and cease earlier than the expiration of the COBRA Continuation Period in the event that Employee becomes eligible to payment for receive any accrued vacation health benefits, including through a spouse’s employer, during the COBRA Continuation Period or ceases receiving COBRA continuation coverage. For purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by CURO as of the date of termination. Notwithstanding the foregoing, (x) Employee’s right to receive the foregoing payments and benefits is expressly conditioned upon receipt by CURO, within the time frame specified by Section 10(i), of a written release executed by Employee, in form and substance satisfactory to CURO, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee’s employment or termination of employment by CURO, and (y) in the event that Employee breaches any of the covenants, terms or provisions of Sections 7, 8 or 9 hereof, without limiting any other rights that CURO may have, CURO’s obligation to make payments under this Section 6(f)(ii) shall immediately terminate. (iii) In the event any payments or benefits otherwise payable to Employee, whether or not pursuant to this Agreement, (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this Section 6(f)(iii), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless CURO and Employee otherwise agree in writing, any determination required under this Section 6(f)(iii) will be made in writing by the public accounting firm that is retained by CURO as of the date immediately prior to the change in control (“Accountants”). In the event that the Accountants are serving as accountant or auditor for the individual, entity, or group effecting the change in control, Employee will appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the “Accountants”). The determination of the Accountants will be conclusive and binding upon Employee and CURO for all purposes. For purposes of making the calculations required by this Section 6(f)(iii), the Accountants (1) may make reasonable assumptions and approximations concerning applicable taxes, (2) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (3) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by Employee, including any agreement by Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to Employee that may then be in effect (including, without limitation, those contemplated by Section 8 of this Agreement). CURO and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. CURO will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to Employee (but no non-parachute payment amounts) shall be reduced in the following order: (A) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time; and (C) all other non-cash benefits not otherwise described in clause (B) of this Section 6(f)(v) reduced last. In applying these principles, any reduction or elimination of the payments shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section any of Sections 6(a), Section 6(b), Section ) or 6(c) or by Employee pursuant to Section 6(d), then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer CURO pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive (a) payment, in accordance with the EmployerCURO’s then then-current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination (the “Termination Date”) for one year a 24-month period following such termination (the “Severance Period”), provided, if Employee is employed or engaged as (b) any STIP Award earned for a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment. (iii) If the Employee’s employment hereunder is terminated completed calendar year pursuant to Section 6(a4(b) but not yet paid as of the Termination Date, (c) to the extent that the Board determines that CURO was on track to meet the current calendar year STIP Award targets contemplated by Section 4(b) at the Termination Date and those targets are actually met for such calendar year, the amount of the applicable STIP Award prorated for the number days elapsed (out of 365) in such year prior to such Termination Date (it being understood and agreed that any STIP Award or prorated STIP Award payable pursuant to clauses (b) or (c) above shall be paid at such time as such STIP Awards would have otherwise been payable under Section 4(b)) and (d) to the extent permitted by applicable law without any penalty to Employee or CURO and subject to Employee’s election of COBRA continuation coverage under CURO’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Period during which Employee is receiving COBRA continuation coverage under CURO’s group health plan (the “COBRA Continuation Period”), Section 6(b), Section 6(d), or Section 6(e), then CURO will pay Employee an amount equal to the Employee “applicable percentage” of the monthly COBRA premium cost; provided that the payments pursuant to this clause (d) shall be entitled made on an after-tax basis and cease earlier than the expiration of the COBRA Continuation Period in the event that Employee becomes eligible to payment for receive any accrued vacation health benefits, including through a spouse’s employer, during the COBRA Continuation Period or ceases receiving COBRA continuation coverage. For purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by CURO as of the date of termination. Notwithstanding the foregoing, (x) Employee’s right to receive the foregoing payments and benefits is expressly conditioned upon receipt by CURO, within the time frame specified by Section 10(i), of a written release executed by Employee, in form and substance satisfactory to CURO, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee’s employment or termination of employment by CURO, and (y) in the event that Employee breaches any of the covenants, terms or provisions of Sections 7, 8 or 9 hereof, without limiting any other rights that CURO may have, CURO’s obligation to make payments under this Section 6(f)(ii) shall immediately terminate. (iii) In the event any payments or benefits otherwise payable to Employee, whether or not pursuant to this Agreement, (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this Section 6(f)(iii), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless CURO and Employee otherwise agree in writing, any determination required under this Section 6(f)(iii) will be made in writing by the public accounting firm that is retained by CURO as of the date immediately prior to the change in control (“Accountants”). In the event that the Accountants are serving as accountant or auditor for the individual, entity, or group effecting the change in control, Employee will appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the “Accountants”). The determination of the Accountants will be conclusive and binding upon Employee and CURO for all purposes. For purposes of making the calculations required by this Section 6(f)(iii), the Accountants (1) may make reasonable assumptions and approximations concerning applicable taxes, (2) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (3) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by Employee, including any agreement by Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to Employee that may then be in effect (including, without limitation, those contemplated by Section 8 of this Agreement). CURO and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. CURO will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to Employee (but no non-parachute payment amounts) shall be reduced in the following order: (A) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time; and (C) all other non-cash benefits not otherwise described in clause (B) of this Section 6(f)(v) reduced last. In applying these principles, any reduction or elimination of the payments shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section §6(a), Section §6(b) or §6(c), Section 6(c) or by the Employee pursuant to Section §6(d)) or pursuant to §3 in connection with the expiration of the Initial Term or any subsequent term hereunder, then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3§6(d), Section 6(d) (other than for resignation by in connection with the Employee) Employer’s election not to renew the Term or any Renewal Term pursuant to §3 above, or by the Employee pursuant to Section §6(e), then the Employee shall be entitled to continue to receive (A) payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination (the “Termination Date”) for one year a twelve (12) month period following such termination (the “Severance Period”), provided(B) any Bonus earned for a completed calendar year pursuant to §4(b) but not yet paid as of the Termination Date, if and (C) an amount equal to the Base Bonus for the calendar year in which the termination occurs, whether or not the applicable targets are achieved for that calendar year (it being understood and agreed that any Bonuses payable pursuant to clauses (B) or (C) above shall be paid at such time as such Bonuses would have otherwise been payable under §4(b)). Notwithstsnding the foregoing, (A) the Employee’s right to receive the foregoing payments and benefits is expressly conditioned upon receipt by the Employer within thirty (30) days following the Termination Date of a written release executed by the Employee, in form and substance satisfactory to the Employer, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee’s employment or termination of employment by the Employer, and (B) in the event that the Employee is employed breaches any of the covenants, terms or engaged as a consultantprovisions of §§7, advisor 8 or similar position (“Subsequent Employment”) during 9 hereof, without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer’s obligation to Employee make payments or provide benefits under this Section §6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employmentshall immediately terminate. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section §6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section §5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), ) or Section 6(b), by the Employee pursuant to Section 6(c) or by Employee pursuant to Section 6(d), 3 in connection with the expiration of the Initial Term or any subsequent term hereunder then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee6(c) or by the Employee for Good Reason pursuant to Section 6(e6(d), then the Employee shall be entitled to continue to receive paymentas severance pay, (A) payment of Base Salary in effect at the time of such termination (the “Termination Date”), in accordance with the Employer’s then current payroll practices, of practices for a twelve (12) month period following the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits in effect at the time of such termination, for one year Termination Date (the “Severance Period”)) and (B) a payment equal to the target bonus amount set forth in Section 4(b) hereof for the fiscal year in which the Termination Date occurs, provided, if Employee is employed such payment to be payable on or engaged as a consultant, advisor or similar position (“Subsequent Employment”) during about April 30 of the Severance Periodfiscal year following the Termination Date. Anything to the contrary notwithstanding, the amounts due Employee’s right to receive any of the foregoing payments in this Section 6(e)(ii) is expressly conditioned upon receipt by the Employer within twenty-one (21) days following the Termination Date of a written release executed by the Employee, in the form of Exhibit A hereto, and the expiration of the revocation period described therein without such release having been revoked. In the event that the Employee (x) breaches any of the covenants, terms or provisions of Section 7 or Section 8 hereof or (y) engages in any Competitive Activity (as defined below) as described in Section 9 hereof, without limiting any other rights that the Employer may have, the Employer’s obligation to make payments under this Section 6(f)(ii6(e)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employmentshall immediately terminate. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f6(e), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties after the Commencement Date and prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employer shall terminate the Employee’s 's employment hereunder pursuant to ss.6(c) hereof, then (A) the Employee shall be entitled to receive, as severance pay, payment, in accordance with the Employer's then current payroll practices, of his Base Salary in effect at the time of his termination for (1) the remainder of the Initial Term or (2) if such termination occurs subsequent to the Initial Term, the remainder of the then current one-year extension thereof; provided, however that the Employee shall be required to mitigate his damages during such period by using his best efforts to search for alternative employment of similar status with an employer of comparable or better financial resources to the Employer and to accept such employment if offered and the Employer shall be entitled to reduce the amount payable by the Employer under this ss.6(d)(i) by an amount equal to the income received by the Employee pursuant to such new employment, and (B) the Employee shall be entitled to receive, within 30 days following the completion of the Employer's audited financial statements for the fiscal year during which such termination occurs, a prorated portion of the Minimum Bonus and the Incentive Bonus (if any) for the fiscal year in which his termination occurs determined by multiplying (1) the full amount of the Minimum Bonus and the Incentive Bonus (if any) that would have been payable to the Employee pursuant to ss.4(c) hereof if his employment hereunder had not been terminated by (2) a fraction, the numerator of which is the number of days elapsed during such fiscal year prior to the Employee's termination and the denominator of which is 365. (ii) If the Employee's employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(css.6(a) or by Employee pursuant to Section 6(d)hereof, then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (iiA) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s 's Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination for one year following such termination and (B) within 30 days following the “Severance Period”)completion of the Employer's audited financial statements for the fiscal year during which such termination occurs, provided, a prorated portion of the Minimum Bonus and the Incentive Bonus (if any) for the fiscal year in which his termination occurs determined by multiplying (1) the full amount of the Minimum Bonus and the Incentive Bonus (if any) that would have been payable to the Employee is employed or engaged as pursuant to ss.4(c) hereof if his employment hereunder had not been terminated by (2) a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Periodfraction, the amounts due numerator of which is the number of days elapsed during such fiscal year prior to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent EmploymentEmployee's termination and the denominator of which is 365. (iii) If the Employee’s 's employment hereunder is terminated by the Company pursuant to Section 6(a)3 without Cause at the end of the Initial Term or at the end of any one-year term thereafter, Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as receive, within 30 days following the completion of the date Employer's audited financial statements for the fiscal year during which such termination occurs, a prorated portion of terminationthe Minimum Bonus and the Incentive Bonus (if any) for the fiscal year in which his termination occurs determined by multiplying (1) the full amount of the Minimum Bonus and the Incentive Bonus (if any) that would have been payable to the Employee pursuant to ss.4(c) hereof if his employment hereunder had not been terminated by (2) a fraction, the numerator of which is the number of days elapsed during such fiscal year prior to the Employee's termination and the denominator of which is 365. (iv) Except as otherwise set forth in this Section 6(fss.6(d), the Employee shall not be entitled to any severance, bonus severance or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 ss.5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Year.

Rights and Remedies on Termination. (i) If the Employee’s 's employment hereunder is terminated pursuant to Section 6(a)Section6(a) on account of death, Section 6(b), ) on account of Disability or Section 6(c) or for Cause, by the Employee pursuant to Section 6(d)6(e) without Cause or pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder, then the Employee (or his estate, as applicable) shall be entitled to receive his (i) any unpaid Base Salary through the date of termination or expirationexpiration and any accrued but unused vacation; (ii) any of the bonuses set forth in Section 4(b), Section 4(c) or Section 4(d), if earned on or before the date of such termination; (iii) reimbursement for any unreimbursed expenses in accordance with Section 5 incurred through the date of termination; and (iv) all other payments, benefits or fringe benefits to which the Employee may be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement through the date of such termination (collectively, "Accrued Benefits"). (ii) If the Employee’s 's employment hereunder is terminated (x) by the Employee pursuant to Section 6(d) or (y) by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to receive Accrued Benefits and shall be entitled to continue to receive payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s 's Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, for one year termination of employment (the “Severance Period”"Termination Date") for a six (6) month period following the Termination Date ( "Severance"), ; provided, if however, that (A) the Employee's right to receive the foregoing payments is expressly conditioned upon receipt by the Employer within 21 days following the Termination Date of a written release executed by the Employee, in the form of Exhibit A attached hereto, and the expiration of the revocation period described therein without such release having been revoked, and (B) in the event the Employer determines in good faith that the Employee is employed or engaged as a consultanthas breached any of the Restrictive Covenants, advisor or similar position (“Subsequent Employment”) during without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer may cease making (and shall have no obligation to Employee make) payments under this Section 6(f)(ii) will be reduced after delivery of notice to the Employee of such determination; provided, that if it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction, or if the Employee establishes by conclusive evidence (in the reasonable discretion of the Board), that he was not in breach of the Restrictive Covenants or that he has cured any such breach, then the Employer shall thereupon resume making the payments under this Section 6(f)(ii) and shall pay to the Employee any amounts withheld from the Employee during any period in which the Employee was not in breach of the Restrictive Covenants, in each case less any payments made to the Employee during any period that he was in breach of the Restrictive Covenants. The Employee acknowledges and agrees that the exercise by the amounts earned Employer of its rights and remedies under clause (B) in the immediately preceding sentence to discontinue making payments to the Employee shall not relieve the Employee of his obligations under the Restrictive Covenants (it being understood that the Employee shall continue to be bound by Employee in his Subsequent Employmenteach of the Restrictive Covenants to the fullest extent permitted by law and shall continue to be liable for any breaches thereof). (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section §6(a), Section §6(b) or §6(c), Section 6(c) or by the Employee pursuant to Section §6(d), or by the Employee electing not to renew the Term or any Renewal Term pursuant to §3 above, then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section §6(d) (other than for resignation by including under circumstances in which a TitleMax Action (as defined below) has been commenced and the EmployeeEmployee has not breached any of the representations, warranties and covenants set forth in §8(a) below), in connection with the Employer’s election not to renew the Term or any Renewal Term pursuant to §3 above, or by the Employee pursuant to Section §6(e), then the Employee shall be entitled to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination (the “Termination Date”) for one year a twelve (12) month period following such termination (the “Severance Period”), provided, if however, that (A) the Employee’s right to receive the foregoing payments is expressly conditioned upon receipt by the Employer within thirty (30) days following the Termination Date of a written release executed by the Employee, in form and substance satisfactory to the Employer, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee’s employment or any termination of employment by the Employer, and (B) in the event that the Employee is employed breaches any of the covenants, terms or engaged as a consultantprovisions of §§7, advisor 8 or similar position (“Subsequent Employment”) during 9 hereof, without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer’s obligation to Employee make payments under this Section §6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employmentshall immediately terminate. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section §6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section §5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If Except as provided in Sections 6(f)(ii) and 6(f)(iii) below, upon termination of employment for any reason, the Employer shall be obligated to pay the Employee only the following amounts: (A) the Base Salary payable to Employee under Section 4 through the last day of his actual employment, (B) any expense reimbursements under Section 5 for expenses reasonably incurred in the performance of the Employee’s employment hereunder is terminated pursuant duties prior to Section 6(a)termination, Section 6(b), Section 6(cand (C) or by Employee pursuant the value of any accrued but unused vacation accrued to Section 6(d), then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expirationof employment (collectively, the “Accrued Benefits”). (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d6(c) (other than for resignation by in a case where the Employee) Employee has previously given notice of resignation), or by the Employee pursuant to Section 6(e6(d) (other than a resignation pursuant to Section 6(d)(ii)), then the Employee shall be entitled to continue to receive paymentreceive, in accordance with addition to the Employer’s then current payroll practicesAccrued Benefits, as severance pay, payment of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such terminationtermination for twelve (12) months . Any such severance payment shall be conditioned upon execution by the Employee of a general release in the form attached hereto as Exhibit B within twenty-one (21) days following Employee’s termination of employment. Severance payments shall commence no later than 60 days following termination of employment, for one year (assuming the “Company has received an executed release. Severance Period”), provided, if pay due the Employee is employed or engaged as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will hereunder shall not be reduced by the amounts earned amount of any compensation received by the Employee in his Subsequent Employmentfrom subsequent employment during the period such severance is payable. (iii) If the Employee’s employment hereunder is terminated other than pursuant to Section 6(a), Section 6(b), Section Sections 6(c) or 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f)hereof, the Employee shall not only be entitled to any severance, bonus or other compensation after termination other than receive payment of any portion the Accrued Benefits and payment of his Base Salary through in effect at the date time of his such termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yeartwo (2) weeks.

Rights and Remedies on Termination. (i) If the Employee’s 's employment hereunder is terminated pursuant to Section 6(a), Section 6(b) or Section 6(c), Section 6(c) or by the Employee pursuant to Section 6(d6(e) or, except as provided in Section 6(f)(ii), pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expirationexpiration and any Bonus that has been earned prior to the date of termination or expiration but has not been paid to the Employee as of such date. (ii) If the Employee’s 's employment hereunder is terminated (x) by the Employee pursuant to Section 6(d), (y) by the Employer pursuant to Section 6(e), or (z) pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder within six (6) months following a Disposition Event (as defined in the Stockholder Agreement) where the Employer (or other surviving entity of such Disposition Event) elects not to renew the term of this Agreement, provided that the Employee is willing and able to renew the Agreement and to continue providing services hereunder, then the Employee shall continue to receive payment, in accordance with the Employer's then current payroll practices, of the Employee's Base Salary in effect at the time of termination of employment (the "Termination Date") for a twelve (12) month period following the Termination Date ( "Severance"). In addition, if the Employee's employment hereunder is terminated by the Employer pursuant to Section 36(e) within ninety (90) days prior to the consummation of a Disposition Event, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue receive payment of a prorated portion of the Bonus (if any) for the fiscal year in which the Termination Date occurs determined by multiplying (I) the full amount of the Bonus (if any) that would have been paid to the Employee pursuant to Section 4(b) hereof if his employment hereunder had not been terminated (which amount shall be determined in good faith by the Board) by (II) a fraction, the numerator of which is the number of days elapsed during such fiscal year prior to the Termination Date and the denominator of which is 365 (it being understood that the payment (if any) to be made pursuant this sentence shall be paid in the calendar year following the fiscal year in which the Employee's Termination Date occurs, but no later than March 15 of such calendar year). Anything in this Section 6(f)(ii) to the contrary notwithstanding, (A) the Employee's right to receive paymentthe payments set forth in this Section 6(f)(ii) is expressly conditioned upon receipt by the Employer within 30 days following the Termination Date of a written release executed by the Employee, in accordance with form and substance satisfactory to the Employer’s then current payroll practices, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee's employment or termination of employment by the Employee’s Base SalaryEmployer (other than any right of the Employee to receive the payments to be made to him pursuant to this Section 6(f)) and (B) in the event that the Employee breaches any of the covenants, Fringe Benefitsterms or provisions of Sections 7, Insurance and 8 or 9 hereof, without limiting any other benefits in effect at rights that the time of such termination, for one year (the “Severance Period”), provided, if Employee is employed or engaged as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance PeriodEmployer may have, the amounts due Employer's obligation to Employee make payments under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employmentshall immediately terminate. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section 6(a)Upon termination, Section 6(b), Section 6(c) or by Employee pursuant to Section 6(d), then the Employee (or his estate, as applicable) ▇▇▇▇▇▇▇ ------ --- -------- -- ----------- shall be entitled to receive the following payments: (i) Upon the termination of ▇▇▇▇▇▇▇ pursuant to this Sections 6(a)(i) or (iii), ENI shall remain obligated to ▇▇▇▇▇▇▇, or to his Base Salary through estate in the date event of his death, during the Initial Term of this Agreement, or the remainder of a successive one (1) year term if the termination or expirationoccurs during such one year term, for the payments and benefits set forth in Sections 4(a), (b), (c), (d) herein, and for expense reimbursements outstanding at the time of termination. (ii) If the Employee’s Upon termination of ▇▇▇▇▇▇▇'▇ employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee6(a)(ii) or by the Employee pursuant to Section 6(e)voluntary resignation of ▇▇▇▇▇▇▇, then the Employee ENI shall be entitled obligated to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits in effect at the time of such termination, for one year (the “Severance Period”), provided, if Employee is employed or engaged ▇▇▇▇▇▇▇ as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment.follows: (iiiA) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through owed with respect to the date period prior to his termination, (B) payment of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to his termination; provided that if Employee’s , and payment for any accrued and unused vacation days for such fiscal year, and (C) which is the number of days elapsed in such fiscal year prior to the termination of employment and the denominator of which is 365. Payment of any prorated Incentive Bonus owed pursuant to this Section 6(b)(ii)(C) shall be made as and when the corresponding payments of such Incentive Bonus would have been made to ▇▇▇▇▇▇▇ pursuant to Section 4(b) hereto had ▇▇▇▇▇▇▇ not been terminated. (iii) If ▇▇▇▇▇▇▇'▇ employment is terminated due in accordance with Section 6(a)(iv) and 6(a)(v), then, in addition to Employee’s death the amounts payable in accordance with Sections 6(b)(i) and 6(b)(ii), and in consideration of ▇▇▇▇▇▇▇'▇ non-competition obligations set forth in Section 10 hereof, ▇▇▇▇▇▇▇ shall receive from ENI for a period of one (1) year from of the date of his termination, severance payments at a rate equal to his then current Base Salary, in monthly or Disability after more frequent installments as is required under Section 4(a). ENI's obligation to make severance payments at the end annual rate of ▇▇▇▇▇▇▇'▇ Base Salary under this Section 6(b)(iii) shall cease as of the date, if any, of a Fiscal Year but prior material breach by ▇▇▇▇▇▇▇ of the provisions of Sections 9 or 10 hereof. (iv) ▇▇▇▇▇▇▇ shall not be required to mitigate the payment amount of any Bonus that has been earned payment provided for such Fiscal Yearin this Agreement by seeking other employment or otherwise, the Employee, his successors or his heirs, as applicable, and ENI shall not be entitled to set off against the payment amounts payable to ▇▇▇▇▇▇▇ under this Agreement any amounts owed to ENI by ▇▇▇▇▇▇▇, any amounts earned by ▇▇▇▇▇▇▇ in other employment after termination of his employment with ENI, or any amounts which might have been earned by ▇▇▇▇▇▇▇ in other employment had he sought such Bonus for such Fiscal Yearother employment. Upon termination, ▇▇▇▇▇▇▇ shall not be entitled to severance or other compensation based on termination except as provided in this Agreement.

Rights and Remedies on Termination. Upon termination, Hall shall be ------ --- -------- -- ----------- entitled to the following payments: (i) If Upon the Employee’s employment hereunder is terminated termination of Hall pursuant to Section 6(athis Sections 6(a)(i) or (iii), Section 6(bENI shall remain obligated to Hall, or to his estate in the event of his death, during the Initial Term of this Agreement, or the remainder of a successive one (1) year term if the termination occurs during such one year term, for the payments and benefits set forth in Sections 4(a), Section 6(c) or by Employee pursuant to Section 6(d(b), then (c), (d) herein, and for expense reimbursements outstanding at the Employee time of termination. In addition, in the event of Hall's disability as defined in Section 6(a)(i), and the failure of ENI to satisfy its obligations under Section 4(c) above payment if his base salary shall continue until Hall ------------ reaches age sixty-five (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration65). (ii) If the Employee’s Upon termination of Hall's employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee6(a)(ii) or by the Employee pursuant to Section 6(e)voluntary resignation of Hall, then the Employee ENI shall be entitled obligated to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits in effect at the time of such termination, for one year (the “Severance Period”), provided, if Employee is employed or engaged Hall as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment.follows: (iiiA) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through owed with respect to the date period prior to his termination, (B) payment of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to his termination; provided that if Employee’s , and payment for any accrued and unused vacation days for such fiscal year, and (C) which is the number of days elapsed in such fiscal year prior to the termination of employment and the denominator of which is 365. Payment of any prorated Incentive Bonus owed pursuant to this Section 6(b)(ii)(C) shall be made as and when the corresponding payments of such Incentive Bonus would have been made to Hall pursuant to Section 4(b) hereto had Hall not been terminated. (iii) If Hall's employment is terminated due in accordance with Section 6(a)(iv) and 6(a)(v), then, in addition to Employee’s death the amounts payable in accordance with Sections 6(b)(i) and 6(b)(ii), and in consideration of Hall's non-competition obligations set forth in Section 10 hereof, Hall shall receive from ENI for a period of one (1) year from of the date of his termination, severance payments at a rate equal to his then current Base Salary, in monthly or Disability after more frequent installments as is required under Section 4(a). ENI's obligation to make severance payments at the end annual rate of Hall's Base Salary under this Section 6(b)(iii) shall cease as of the date, if any, of a Fiscal Year but prior material breach by Hall of the provisions of Sections 9 or 10 hereof. (iv) Hall shall not be required to mitigate the payment amount of any Bonus that has been earned payment provided for such Fiscal Yearin this Agreement by seeking other employment or otherwise, the Employee, his successors or his heirs, as applicable, and ENI shall not be entitled to set off against the payment amounts payable to Hall under this Agreement any amounts owed to ENI by Hall, any amounts earned by Hall in other employment after termination of his employment with ENI, or any amounts which might have been earned by Hall in other employment had he sought such Bonus for such Fiscal Yearother employment. Upon termination, Hall shall not be entitled to severance or other compensation based on termination except as provided in this Agreement.

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section any of Sections 6(a) through 6(f), Section 6(b), Section 6(c) or by Employee pursuant to Section 6(d), then the Employee (or his upon Employee’s death, Employee’s estate) shall receive all accrued but unpaid Base Salary and vacation pay to the Termination Date, any expenses properly incurred under the Company’s expense policy up to the Termination Date, and any earned but unpaid STIP Award. For the purposes of this Agreement, the “Termination Date” shall mean the effective date of termination set out in a notice of termination or resignation provided by the Company or Employee, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer Company pursuant to Section 36(b) or Section 6(c), Employee shall receive all minimum requirements under the ESA to which Employee is entitled in the event of such terminations. (iii) If Employee’s employment hereunder is terminated by the Company pursuant to Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e6(f), then the Employee shall be entitled to continue to receive a separation package (the “Separation Package”) consisting of (A) continued payment, in accordance with the EmployerCompany’s then then-current payroll practices, of Employee’s Base Salary for a 12-month period following such Termination Date; (B) to the extent that the Board determines, in its sole discretion, that the Company was on track to meet the current calendar year STIP Award targets contemplated by Section 4(b) at the Termination Date and those targets are actually met for such calendar year, the amount of the applicable STIP Award prorated for the number days elapsed (out of 365) in such year prior to such Termination Date (it being understood and agreed that any STIP Award or prorated STIP Award payable pursuant to this Section 6 shall be paid at such time as such STIP Awards would have otherwise been payable under Section 4(b); (C) all unvested stock that has been awarded to Employee in connection with the Acquisition Grant shall vest immediately prior to the Employee’s Base SalaryTermination Date or at CURO’s option, Fringe Benefits, Insurance and other benefits be settled in effect cash based on the share price as at the time Termination Date; and (D) benefits continuation for the 12-month period following the Termination Date. Prior to receiving the portions of such terminationthe Separation Package which exceed the minimum requirements of the ESA, for one year (the “Severance Period”), provided, if Employee is employed or engaged and as a consultantcondition of receiving them, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled sign a full and final release acceptable to payment for any accrued vacation as of the date of terminationCompany. (iv) Any LTIP Award shall be treated upon termination in accordance with the terms of the LTIP Award and any grant agreement. (v) Except as otherwise set forth in this Section 6(f6(g), the Employee shall not be entitled to any notice of termination, pay in lieu of notice, severance, bonus or other compensation after termination other than payment termination. The payments and benefits described in this Section 6(g), including without limitation the Separation Package, are inclusive of any portion and all statutory minimum entitlements under the ESA and fully satisfy the Company’s and all affiliates’ obligations to Employee in respect of his Base Salary through the date termination of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall and Employee will not be entitled to further notice of termination, pay in lieu of notice or severance pay under common law or contract. (vi) For greater certainty, Employee and the payment Company intend to and will comply with all requirements of any such Bonus for such Fiscal Yearthe ESA.

Rights and Remedies on Termination. (i) If the Employee’s 's employment hereunder is terminated pursuant to Section 6(a), Section 6(b) or Section 6(c), Section 6(c) or by the Employee pursuant to Section 6(d), ) or pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration, the amount of any unpaid Incentive Bonus earned for prior fiscal years and any other sums to which the Employee is entitled pursuant to applicable law. (ii) If the Employee’s 's employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s 's Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at on the time of such terminationTermination Date (as defined below), for a five (5) month period following such termination (or for a one (1) year period following the Termination Date if the Employer elects to so extend the Severance Period as contemplated by the last sentence of the definition of the Designated Period set forth below) (the “"Severance Period”"), ; provided, if however, that (A) the Employee's right to receive the foregoing payment is expressly conditioned upon receipt by the Employer within 30 days following the Termination Date of a written release executed by the Employee, in form and substance satisfactory to the Employer, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee's employment or termination of employment by the Employer; (B) in the event that the Employee is employed breaches any of the covenants, terms or engaged as a consultantprovisions of Sections 7, advisor 8 or similar position (“Subsequent Employment”) during 9 hereof, without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer's obligation to Employee make payments under this Section 6(f)(ii6(e)(ii) will shall immediately terminate; and (C) the severance payment shall be reduced by any sums paid to the amounts earned by Employee in his Subsequent Employment. (iii) If the Employee’s employment hereunder is terminated pursuant to applicable law as described in Section 6(a)6(e)(iii) below. As used herein, Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of term "Termination Date" means the date of termination. (iv) Except as otherwise set forth in this Section 6(f)the termination of the Employee's employment with the Employer for any reason, the Employee shall not be entitled to any severanceincluding, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof without limitation, for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s resignation, death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned and whether or not for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal YearCause.

Rights and Remedies on Termination. (i) If the Employee’s 's employment hereunder is terminated pursuant to Section 6(a), Section 6(b) or Section 6(c), Section 6(c) or by the Employee pursuant to Section 6(d), 6(e) or pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s 's employment hereunder is terminated (x) by the Employee pursuant to Section 6(d) or (y) by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s 's Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, for one year termination of employment (the “Severance Period”"Termination Date") for a six (6) month period following the Termination Date ( "Severance"), ; provided, if however, that (A) the Employee's right to receive the foregoing payment is expressly conditioned upon receipt by the Employer within 30 days following the Termination Date of a written release executed by the Employee, in form and substance satisfactory to the Employer, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee's employment or termination of employment by the Employer and (B) in the event that the Employee is employed breaches any of the covenants, terms or engaged as a consultantprovisions of Sections 7, advisor 8 or similar position (“Subsequent Employment”) during 9 hereof, without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer's obligation to Employee make payments under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employmentshall immediately terminate. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employee’s 's employment hereunder is terminated pursuant to Section 6(a), Section 6(b) or Section 6(c), Section 6(c) or by the Employee pursuant to Section 6(d), ) or pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder then the Employee (or his estate, as applicable) shall be entitled to receive (A) his Base Salary through the date of termination or expiration, (B) any Bonus that is earned for a complete fiscal year, but not yet paid, as of the date of termination (such Bonus to be paid not later than as required by Section 4(b) above) and (C) payment for accrued but unused vacation time (in accordance with the Employer's then current policies) (collectively, the "Accrued Obligations"). (ii) If the Employee’s 's employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then then, in addition to the Accrued Obligations, the Employee shall be entitled to continue to receive payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s 's Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination (the "Termination Date"), for a six month period following such termination, for one year in the event that the Employee receives an Additional Bonus pursuant to Section 6(f)(iii) below or a nine (9) month period following such termination, in the “Severance Period”event that the Employee does not receive an Additional Bonus pursuant to Section 6(f)(iii) below ("Severance"), ; provided, if however, that (A) the Employee's right to receive the foregoing payment is expressly conditioned upon receipt by the Employer within 30 days following the Termination Date of a written release executed by the Employee, in form and substance satisfactory to the Employer, of any and all claims or causes of action of any nature relating directly or indirectly to such Employee's employment or termination of employment by the Employer and (B) in the event that the Employee is employed breaches any of the covenants, terms or engaged as a consultantprovisions of Section 7, advisor 8 or similar position (“Subsequent Employment”) during 9 hereof, without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer's obligation to Employee make payments under this Section 6(f)(ii) will shall immediately terminate. If the Employee elects to continue health insurance coverage under COBRA, the Employer shall pay the costs of such coverage for as long as the Employee is entitled to receive severance payments during the Severance Period pursuant to the immediately preceding sentence (or, if earlier, until the date that the Employee accepts employment with another employer); provided, however, that in such event the Employee shall make contributions at the same rate at which contributions were made for such coverage from the Employee's Base Salary immediately prior to the termination of the Employee's employment and such contributions shall be reduced deducted by the amounts earned by Employee in his Subsequent EmploymentEmployer from the Employee's severance payments. (iii) If (A) a Disposition Event (as defined below) occurs at any time prior to August 29, 2007 and (B) the Employee’s 's employment hereunder is terminated by the Employer pursuant to Section 6(a), Section 6(b), Section 6(d), ) or by the Employee pursuant to Section 6(e)) within one (1) year after such Disposition Event, then then, in addition to any other amounts payable hereunder, the Employee shall be entitled to payment the Additional Bonus (as defined below) provided that the Employee has complied with subparts (A) and (B) of Section 6(f)(ii) above. The Additional Bonus, if any, shall be paid not later than the fifth day after the termination of employment. The "Additional Bonus" shall be an amount equal to $400,000 less an amount equal to the fair market value (as determined in good faith by the Board) of any consideration received by the Employee in connection with the Disposition Event for the sale or exchange of any accrued vacation as capital stock of Holdings held by the date Employee (net of termination. (ivany exercise price actually paid by the Employee for such capital stock) Except as otherwise or the cancellation or purchase of any stock options granted by Holdings to the Employee. "Disposition Event" shall have the meaning set forth in this Section 6(f)the Stock Option Agreement, the Employee shall not be entitled to any severancedated September 18, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination 2006, between Holdings and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Year.

Rights and Remedies on Termination. (i) If Except as provided in Section 6(f)(ii) below, upon termination of employment for any reason, the Employer shall be obligated to pay the Employee only the following amounts: (A) the Base Salary payable to Employee under Section 4 through the last day of her actual employment, (B) any bonus for the immediately preceding fiscal year that is due and owed to the Employee that remains unpaid, (C) any expense reimbursements under Section 5 for expenses reasonably incurred in the performance of the Employee’s employment hereunder is terminated pursuant duties prior to Section 6(a)termination, Section 6(b), Section 6(cand (D) or by Employee pursuant the value of any accrued but unused vacation accrued to Section 6(d), then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expirationof employment (collectively, the “Accrued Benefits”). (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d6(c) (other than for resignation by in a case where the Employee) Employee has previously given notice of resignation), or by the Employee pursuant to Section 6(e6(d) (other than a resignation pursuant to Section 6(d)(ii)), then the Employee shall be entitled to continue to receive paymentreceive, in accordance with addition to the Employer’s then current payroll practicesAccrued Benefits, as severance pay, payment of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination for one year six (the “Severance Period”), provided, if Employee is employed or engaged as a consultant, advisor or similar position (“Subsequent Employment”6) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will months. Any such severance payment shall be reduced conditioned upon execution by the amounts earned by Employee of a general release in his Subsequent Employment. the form attached hereto as Exhibit B within twenty-one (iii21) If the days following Employee’s employment hereunder is terminated pursuant to Section 6(a)termination of employment. Severance payments shall commence no later than 60 days following termination of employment, Section 6(b), Section 6(d), or Section 6(e), then assuming the Employee shall be entitled to payment for any accrued vacation as of the date of terminationCompany has received an executed release. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Year.

Rights and Remedies on Termination. (i) If the Employer shall terminate the Employee’s 's employment hereunder pursuant to SECTION 6(c) hereof, then (A) the Employee shall be entitled to receive, as severance pay, payment, in accordance with the Employer's then current payroll practices, of his Base Salary in effect at the time of his termination, his First Incentive Bonus, and his Supplemental Bonus for the remainder of the Initial Term provided, further that the Employee shall not be required to mitigate his damages during such period and the Employer shall not be entitled to reduce or offset the amount payable by the Employer under this SECTION 6(d)(i) by any income received by the Employee pursuant to any new employment so long as the Employee is complying with ss.9 hereof. The Employee shall also be entitled to receive the benefits and consideration provided in ss.ss.(4)(e)-(g) here▇▇. (ii) If the Employee's employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(css.6(a) or by Employee pursuant to Section 6(d)hereof, then the Employee (or his estate, as applicable) shall be entitled to receive within 30 days following the completion of the Employer's financial statements for the year of this Agreement during which such termination occurs, a prorated portion of the First Incentive Bonus and Supplemental Bonuses (if any) for the fiscal year in which his Base Salary through termination occurs determined by multiplying (1) the date full amount of termination or expiration. the First Incentive Bonus and Supplemental Bonuses (iiif any) If the Employee’s employment hereunder is terminated by the Employer pursuant that would have been payable to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(eSECTION 4(b) and 4(c) hereof if his employment hereunder had not been terminated by (2) a fraction, the numerator of which is the number of days elapsed during such fiscal year prior to the Employee's termination and the denominator of which is 365, and (c) a pro rated portion of the Options to Acquire Common Stock which would have been issued to the Employee on the next anniversary date specified in SECTION 4(c) hereof computed in the manner provided in this SECTION 6(d)(ii), then except that the Employee numerator shall be entitled to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits in effect at the time of such termination, for one year (the “Severance Period”), provided, if Employee is employed or engaged as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment365. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(fSECTION 6(d), the Employee shall not be entitled to any severance, bonus severance or other compensation after termination other than payment of any portion of his Base Salary Salary, First Incentive Bonus and Supplemental Bonuses through the date of his termination and any expense reimbursements under Section SECTION 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment . If such termination is terminated due to Employee’s death or Disability after not at the end of a Fiscal Year but prior to the payment period in which measurement of any Bonus that has been earned EBIT takes place for such Fiscal Yearpurposes of this Agreement, the Employee, his successors or his heirs, as applicable, Supplemental Bonuses shall be entitled to determined by the payment Board of any such Bonus for such Fiscal YearDirectors in good faith.

Rights and Remedies on Termination. (i) If the Employee’s 's employment hereunder is terminated pursuant to Section 6(a)) on account of death, Section 6(b), ) on account of Disability or Section 6(c) or for Cause, by the Employee pursuant to Section 6(d)6(e) without Cause or pursuant to Section 3 in connection with the expiration of the Initial Term or any subsequent term hereunder, then the Employee (or his estate, as applicable) shall be entitled to receive his (i) any unpaid Base Salary through the date of termination or expirationexpiration and any accrued but unused vacation; (ii) any of the bonuses set forth in Section 4(b), Section 4(c) or Section 4(d), if earned on or before the date of such termination; (iii) reimbursement for any unreimbursed expenses in accordance with Section 5 incurred through the date of termination; and (iv) all other payments, benefits or fringe benefits to which the Employee may be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement through the date of such termination (collectively, "Accrued Benefits"). (ii) If the Employee’s 's employment hereunder is terminated (x) by the Employee pursuant to Section 6(d) or (y) by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to receive Accrued Benefits and shall be entitled to continue to receive payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s 's Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, for one year termination of employment (the “Severance Period”"Termination Date") for a six (6) month period following the Termination Date ("Severance"), ; provided, if however, that (A) the Employee's right to receive the foregoing payments is expressly conditioned upon receipt by the Employer within 21 days following the Termination Date of a written release executed by the Employee, in the form of Exhibit A attached hereto, and the expiration of the revocation period described therein without such release having been revoked, and (B) in the event the Employer determines in good faith that the Employee is employed or engaged as a consultanthas breached any of the Restrictive Covenants, advisor or similar position (“Subsequent Employment”) during without limiting any other rights that the Severance PeriodEmployer may have, the amounts due Employer may cease making (and shall have no obligation to Employee make) payments under this Section 6(f)(ii) will be reduced after delivery of notice to the Employee of such determination; provided, that if it is ultimately determined by a final, non-appealable order of a court of competent jurisdiction, or if the Employee establishes by conclusive evidence (in the reasonable discretion of the Board), that he was not in breach of the Restrictive Covenants or that he has cured any such breach, then the Employer shall thereupon resume making the payments under this Section 6(f)(ii) and shall pay to the Employee any amounts withheld from the Employee during any period in which the Employee was not in breach of the Restrictive Covenants, in each case less any payments made to the Employee during any period that he was in breach of the Restrictive Covenants. The Employee acknowledges and agrees that the exercise by the amounts earned Employer of its rights and remedies under clause (B) in the immediately preceding sentence to discontinue making payments to the Employee shall not relieve the Employee of his obligations under the Restrictive Covenants (it being understood that the Employee shall continue to be bound by Employee in his Subsequent Employmenteach of the Restrictive Covenants to the fullest extent permitted by law and shall continue to be liable for any breaches thereof). (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment termination or benefits or compensation to which the Employee is terminated due entitled pursuant to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yearapplicable law (e.g. COBRA).

Rights and Remedies on Termination. (i) If the Employer shall terminate the Employee’s 's employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(css.6(c) or by Employee pursuant to Section 6(d)hereof, then the Employee (or his estate, as applicableA) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive receive, as severance pay, payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s his Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, his termination for a period of one year (the “Severance Period”), provided1) month, if termination occurs during the first six months of the initial term of this Agreement, and the lesser of (x) Base Salary payable for the balance of the term of this Agreement or (y) two months Base Salary, if termination occurs during the second six months during the initial term of this Agreement. For any termination pursuant to Section 6(c) hereof by the Employer occurring after the first full year of employment hereunder, the Employee is employed shall receive as severance pay the lesser of (x) Base Salary payable for the balance of the then existing term of this Agreement or engaged (y) two months' Base Salary, plus one week's Base Salary for each full or part year worked after the first year of employment hereunder. Employee shall also be paid his allocable share, as a consultantshareholder of the Employer, advisor or similar position of any positive balance of the Accumulated Adjustments Account (“Subsequent Employment”"AAA" account for S Corporation purposes) during - i. e., his allocable share of any amounts taxable to S Corporation shareholders, but not fully distributed to such shareholders -- within 60 days after the Severance Period, end of the amounts due to Employee under this Section 6(f)(ii) will be reduced by fiscal year in which the amounts earned by Employee in his Subsequent EmploymentEmployee's employment was terminated. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (ivii) Except as otherwise set forth in this Section 6(f)ss.6(d) or otherwise required by law, the Employee shall not be entitled to any severance, bonus severance or other compensation after termination other than payment of any portion of his Base Salary through the effective date of his termination termination, accrued Incentive Compensation, pro rated based on the effective date of termination, and any expense reimbursements under Section 5 ss.5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s . Options, which as of the effective date of termination of employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicablehave not become vested and exercisable in accordance with ss.4(c)(ii) hereof, shall automatically terminate and be entitled to the payment of any such Bonus for such Fiscal Yearno further force or effect.

Rights and Remedies on Termination. (i) If the Employer shall terminate the Employee’s 's employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(css.6(c) or by Employee pursuant to Section 6(d)hereof, then the Employee (or his estate, as applicableA) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive receive, as severance pay, payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s his Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, his termination for a period of one year (the “Severance Period”), provided1) month, if termination occurs during the first six months of the initial term of this Agreement, and the lesser of (x) Base Salary payable for the balance of the term of this Agreement or (y) two months Base Salary, if termination occurs during the second six months during the initial term of this Agreement. For any termination pursuant to Section 6(c) hereof by the Employer occurring after the first full year of employment hereunder, the Employee is employed shall receive as severance pay the lesser of (x) Base Salary payable for the balance of the then existing term of this Agreement or engaged (y) two months' Base Salary, plus one week's Base Salary for each full or part year worked after the first year of employment hereunder. Employee shall also be paid his allocable share, as a consultantshareholder of the Employer, advisor or similar position of any positive balance of the Accumulated Adjustments Account (“Subsequent Employment”"AAA" account for S Corporation purposes) during - i.e., his allocable share of any amounts taxable to S Corporation shareholders, but not fully distributed to such shareholders -- within 60 days after the Severance Period, end of the amounts due to Employee under this Section 6(f)(ii) will be reduced by fiscal year in which the amounts earned by Employee in his Subsequent EmploymentEmployee's employment was terminated. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (ivii) Except as otherwise set forth in this Section 6(f)ss.6(d) or otherwise required by law, the Employee shall not be entitled to any severance, bonus severance or other compensation after termination other than payment of any portion of his Base Salary through the effective date of his termination termination, accrued Incentive Compensation, pro rated based on the effective date of termination, and any expense reimbursements under Section 5 ss.5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s . Options, which as of the effective date of termination of employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicablehave not become vested and exercisable in accordance with ss.4(c)(ii) hereof, shall automatically terminate and be entitled to the payment of any such Bonus for such Fiscal Yearno further force or effect.

Rights and Remedies on Termination. (i) If the Employee’s employment hereunder is terminated pursuant to Section Sections 6(a), Section 6(b), Section 6(c) or 6(b) or, by the Employee pursuant to Section 6(d), then the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date of termination or expirationexpiration and any earned and unpaid bonuses (if any). (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 36(c), Section 6(dthen the Employee shall be entitled to receive his Base Salary through the date of termination or expiration. (iii) (other than for resignation If the Employee’s employment hereunder is terminated by the Employee) or by the Employee Employer pursuant to Section 6(e), then the Employee shall be entitled to continue to receive (A) payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, for a period equal to Twelve (12) months following such termination and (B) any earned and unpaid bonuses payable (if any) in one year lump sum payment within fifteen (15) days after such termination (such payments described in the foregoing (A) and (B) of this Section 6(f)(iii), together, the “Severance PeriodPayment”), provided, if Employee is employed or engaged as a consultant, advisor or similar position (“Subsequent Employment”) during . The Employer’s obligation to pay the Severance PeriodPayment (including any installment thereof), as contemplated by this Section ý6ý(f)(ii), is expressly conditioned upon the Employee’s (i) execution of a full general release, releasing any and all claims (known and unknown) that the Employee may have against the Employer arising out of or in any way related to the Employee’s employment or termination of employment with the Employer and (ii) continued compliance by the Employee with the provisions of the Employer’s Employee Proprietary Information and Inventions Agreement. In the event that the Employee fails to comply with any such conditions, the amounts due Employer’s obligation to Employee under this Section 6(f)(iipay the Severance Payment (including any installment thereof) will terminate and be reduced by the amounts earned by Employee in his Subsequent Employmentof no further effect. (iiiiv) If the Employee’s employment hereunder is terminated pursuant to Section Sections 6(a), Section 6(b), Section 6(d), ) or Section 6(e), ) then the Employee shall be entitled to payment for any accrued and unused vacation as of the date of termination. (ivv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through the date of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment is terminated due to Employee’s death or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Year.

Rights and Remedies on Termination. (i) If the Employer shall terminate the Employee’s 's employment hereunder pursuant to SECTION 6(c) hereof, then (A) the Employee shall be entitled to receive, as severance pay, payment, in accordance with the Employer's then current payroll practices, of his Base Salary in effect at the time of his termination, his First Incentive Bonus, and his Supplemental Bonuses for (1) the remainder of the Initial Term or (2) if such termination occurs subsequent to the Initial Term, the remainder of the then current one-year extension thereof; provided, further that the Employee shall not be required to mitigate his damages during such period and the Employer shall not be entitled to reduce or offset the amount payable by the Employer under this SECTION 6(d)(i) by any income received by the Employee pursuant to any new employment so long as the Employee is complying with ss.9 hereof. The Employee shall also be entitled to receive the benefits and consideration provided in ss.ss.(4)(e)- (g) her▇▇▇. (ii) If the Employee's employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(css.6(a) or by Employee pursuant to Section 6(d)hereof, then the Employee (or his estate, as applicable) shall be entitled to receive within 30 days following the completion of the Employer's financial statements for the year of this Agreement during which such termination occurs, a prorated portion of the First Incentive Bonus and Supplemental Bonuses (if any) for the fiscal year in which his Base Salary through termination occurs determined by multiplying (1) the date full amount of termination or expiration. the First Incentive Bonus and Supplemental Bonuses (iiif any) If the Employee’s employment hereunder is terminated by the Employer pursuant that would have been payable to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(eSECTION 4(b) and 4(c) hereof if his employment hereunder had not been terminated by (2) a fraction, the numerator of which is the number of days elapsed during such fiscal year prior to the Employee's termination and the denominator of which is 365, and (c) a pro rated portion of the Options to Acquire Common Stock which would have been issued to the Employee on the next anniversary date specified in SECTION 4(c) hereof computed in the manner provided in this SECTION 6 (d)(ii), then except that the Employee numerator shall be entitled to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits in effect at the time of such termination, for one year (the “Severance Period”), provided, if Employee is employed or engaged as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment365. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(fSECTION 6(d), the Employee shall not be entitled to any severance, bonus severance or other compensation after termination of other than payment of any portion of his Base Salary Salary, First Incentive Bonus and Supplemental Bonuses through the date of his termination and any expense reimbursements under Section SECTION 5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s employment . If such termination is terminated due to Employee’s death or Disability after not at the end of a Fiscal Year but prior to the payment period in which measurement of any Bonus that has been earned EBIT takes place for such Fiscal Yearpurposes of this Agreement, the Employee, his successors or his heirs, as applicable, Supplemental Bonuses shall be entitled to determined by the payment Board of any such Bonus for such Fiscal YearDirectors in good faith.

Rights and Remedies on Termination. (i) If the Employee’s Executive's employment hereunder is terminated pursuant to Section 6(a)3(a) as a result of the Executive's death or disability, Section 6(b), Section 6(c) on or by Employee pursuant prior to Section 6(d)the Initial Termination Date, then the Employee Executive (or his estate, as applicable) shall be entitled to receive his Death or Disability Pay consisting of the continuation of the Executive's Base Salary through in effect at the time of such termination for a period (the "Severance Period") beginning on the date the Executive terminates employment and ending on the latest of (1) the last day of the 24th month following such termination date or expiration(2) the Initial Termination Date less any payments received by the Executive under any applicable disability policy maintained by the Company, and a lump sum amount equal to the bonus payable to the Executive for the last year prior to the termination, which bonus shall be paid no later than thirty (30) days after the date such amount has been determined. (ii) If the Employee’s Executive's employment hereunder is terminated on or prior to the Initial Termination Date: (1) by the Employer Company pursuant to Section 3, Section 6(d3(c) or (other than for resignation 2) by the Employee) or by the Employee Executive for Good Reason pursuant to Section 6(e3(c), then the Employee Executive shall be entitled to continue to receive payment, in accordance with the Employer’s then current payroll practices, Severance Pay consisting of the Employee’s continuation of the Executive's Base Salary, Fringe Benefits, Insurance Salary for the Severance Period defined in (i) above and other benefits in effect at a lump sum amount equal to the time of such bonus payable to the Executive for the last year prior to the termination, for one year which bonus shall be paid no later than thirty (30) days after the “Severance Period”)date such amount has been determined. In addition, provided, if Employee is employed or engaged as the Company shall provide the Executive with a consultant, advisor or similar position (“Subsequent Employment”) during reasonable office and secretarial services throughout the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment. (iii) If In addition to the Employee’s amounts due to Executive pursuant to paragraph 3(d)(ii) of this Agreement, if the Executive's employment hereunder is terminated (A) by the Company pursuant to Section 6(a)3(c) effective on or after the second anniversary of the Effective Time and before the Initial Termination Date, Section 6(b), Section 6(d)(B) on or after the Initial Termination Date by either party for any reason other than by the Company for Cause, or (C) upon expiration of the initial term without renewal, then the Company shall pay the Executive $1,000,000 (the "Non-Compete Consideration"). If the Executive's employment is terminated in the circumstances provided in Section 6(e3(d)(iii)(A) or (C), then the Employee Non-Compete Consideration shall be entitled paid to the Executive within seven calendar days of such termination. On or before the 45th day prior to the Initial Termination Date, the Executive and the Company shall discuss and agree, if at all possible, on the manner of payment for and any accrued vacation as investment of the date Non-Compete Consideration in the event that the Non-Compete Consideration is not paid to the Executive prior to the Initial Termination Date. The Company agrees to cooperate with the Executive in structuring the timing and/or manner of terminationpayment of the Non-Compete Consideration in a way which is tax advantageous to the Executive, provided there is no additional cost to the Company. If required to do so, the Company shall withhold any taxes from the disbursement of the Non-Compete Consideration. In no event will the Non-Compete Consideration be payable in the event the Executive's employment is terminated by the Company for Cause. (iv) In the event of a termination of the Executive's employment entitling the Executive to rights pursuant to Section 3(d)(i), (ii) or (iii) above, the Executive and/or any members of his family insured through the Company (the "Insured Parties") shall have the option to continue their medical and dental insurance coverage pursuant to the law known as "COBRA", PROVIDED, HOWEVER, that the Company shall continue to pay on the Insured Parties' behalf the same portion of their medical and dental insurance premiums that it paid during the Employment Period if they elect to continue coverage pursuant to COBRA during the period that such COBRA otherwise applies. Any share of premium payments to be paid by the Insured Parties shall be deducted from the Death or Disability Pay, the Severance Pay or the Non-Compete Consideration as if the Executive remained actively employed. Notwithstanding the foregoing, in the event that the Executive receives any equivalent medical and/or dental coverage from any other source, then the Company shall no longer be obligated to provide such coverage. (v) Except as otherwise set forth in this Section 6(f)3(d) or 3(e) below, the Employee Executive shall not be entitled to any severance, bonus severance or other compensation after the termination of his employment with the Company other than payment of any portion of his Base Salary through the date of his termination termination, payment for then accrued but unused vacation pay as calculated pursuant to Section 2(c)(i), provision of other benefits pursuant to Section 2(c)(ii) and (iii) through the date of termination, any expense reimbursements under Section 5 hereof 2(c)(iv) and (v) for expenses incurred in the performance of his duties prior to termination; , and the option to continue the life insurance coverage provided that if Employee’s employment is terminated due pursuant to Employee’s death or Disability Section 2(c)(vi) at his own expense after the end termination of a Fiscal Year but prior to his employment with the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal YearCompany.

Rights and Remedies on Termination. Upon termination, ▇▇▇▇▇▇ shall ------ --- -------- -- ----------- be entitled to the following payments: (i) If Upon the Employee’s employment hereunder is terminated termination of ▇▇▇▇▇▇ pursuant to Section 6(athis Sections 6(a)(i) or (iii), Section 6(bENI shall remain obligated to ▇▇▇▇▇▇, or to his estate in the event of his death, during the Initial Term of this Agreement, or the remainder of a successive one (1) year term if the termination occurs during such one year term, for the payments and benefits set forth in Sections 4(a), Section 6(c) or by Employee pursuant to Section 6(d(b), then (c), (d) herein, and for expense reimbursements outstanding at the Employee (or his estate, as applicable) shall be entitled to receive his Base Salary through the date time of termination or expirationtermination. (ii) If the Employee’s Upon termination of ▇▇▇▇▇▇'▇ employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee6(a)(ii) or by the Employee pursuant to Section 6(e)voluntary resignation of ▇▇▇▇▇▇, then the Employee ENI shall be entitled obligated to continue to receive payment, in accordance with the Employer’s then current payroll practices, of the Employee’s Base Salary, Fringe Benefits, Insurance and other benefits in effect at the time of such termination, for one year (the “Severance Period”), provided, if Employee is employed or engaged ▇▇▇▇▇▇ as a consultant, advisor or similar position (“Subsequent Employment”) during the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment.follows: (iiiA) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (iv) Except as otherwise set forth in this Section 6(f), the Employee shall not be entitled to any severance, bonus or other compensation after termination other than payment of any portion of his Base Salary through owed with respect to the date period prior to his termination, (B) payment of his termination and any expense reimbursements under Section 5 hereof for expenses incurred in the performance of his duties prior to his termination; provided that if Employee’s , and payment for any accrued and unused vacation days for such fiscal year, and (C) an "Incentive Bonus" payment equal to the amount of the Incentive Bonus which would have been due to ▇▇▇▇▇▇ with respect to such fiscal year but for the termination of his employment multiplied by a fraction the numerator of which is the number of ---------- days elapsed in such fiscal year prior to the termination of employment and the denominator of which is 365. Payment of any prorated Incentive Bonus owed pursuant to this Section 6(b)(ii)(C) shall be made as and when the corresponding payments of such Incentive Bonus would have been made to ▇▇▇▇▇▇ pursuant to Section 4(b) hereto had ▇▇▇▇▇▇ not been terminated. (iii) If ▇▇▇▇▇▇'▇ employment is terminated due in accordance with Section 6(a)(iv) and 6(a)(v), then, in addition to Employee’s death the amounts payable in accordance with Sections 6(b)(i) and 6(b)(ii), and in consideration of ▇▇▇▇▇▇'▇ non-competition obligations set forth in Section 10 hereof, ▇▇▇▇▇▇ shall receive from ENI for a period of one (1) year from of the date of his termination, severance payments at a rate equal to his then current Base Salary, in monthly or Disability after more frequent installments as is required under Section 4(a). ENI's obligation to make severance payments at the end annual rate of ▇▇▇▇▇▇'▇ Base Salary under this Section 6(b)(iii) shall cease as of the date, if any, of a Fiscal Year but prior material breach by ▇▇▇▇▇▇ of the provisions of Sections 9 or 10 hereof. (iv) ▇▇▇▇▇▇ shall not be required to mitigate the payment amount of any Bonus that has been earned payment provided for such Fiscal Yearin this Agreement by seeking other employment or otherwise, the Employee, his successors or his heirs, as applicable, and ENI shall not be entitled to set off against the payment amounts payable to ▇▇▇▇▇▇ under this Agreement any amounts owed to ENI by ▇▇▇▇▇▇, any amounts earned by ▇▇▇▇▇▇ in other employment after termination of his employment with ENI, or any amounts which might have been earned by ▇▇▇▇▇▇ in other employment had he sought such Bonus for such Fiscal Yearother employment. Upon termination, ▇▇▇▇▇▇ shall not be entitled to severance or other compensation based on termination except as provided in this Agreement.

Rights and Remedies on Termination. (i) If the Employee’s Executive's employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(c3(a) as a result of the Executive's death or by Employee pursuant to Section 6(d), disability then the Employee Executive (or his estate, as applicable) shall be entitled to receive his Death or Disability Pay consisting of the continuation of the Executive's Base Salary through in effect at the date time of such termination or expirationfor twenty-four (24) months less any payments received by the Executive under any applicable disability policy maintained by the Company and a lump sum amount equal to the Executive's most recent bonus payable no later than thirty (30) days following such termination. (ii) If the Employee’s Executive's employment hereunder is terminated by the Employer terminated: (1) as a result of a nonrenewal of this Agreement pursuant to Section 3, Section 6(d1(a); (2) (other than for resignation by the Employee) or by the Employee Company pursuant to Section 6(e3(c), ; or (3) by the Executive for Good Reason pursuant to Section 3(c); then the Employee Executive shall be entitled to continue to receive payment, in accordance with the Employer’s then current payroll practices, Severance Pay consisting of the Employee’s continuation of the Executive's Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, termination for one year the greater of twenty-four (24) months or the remainder of the Employment Period (the “"Severance Period”)") and a lump sum amount equal to the Executive's most recent bonus payable no later than thirty (30) days following such termination. In addition, provided, if Employee is employed or engaged as the Company shall provide the Executive with a consultant, advisor or similar position (“Subsequent Employment”) during reasonable office and secretarial services throughout the Severance Period, the amounts due to Employee under this Section 6(f)(ii) will be reduced by the amounts earned by Employee in his Subsequent Employment. (iii) If In the Employee’s event of a termination of the Executive's employment hereunder is terminated entitling the Executive to rights pursuant to Section 6(a)3(d)(i) or (ii) above, Section 6(b)the Executive and/or any members of his family insured through the Company (the "Insured Parties") shall have the option to continue their medical and dental insurance coverage pursuant to the law known as "COBRA", Section 6(d)provided, however, that the Company shall continue to pay on the Insured Parties' behalf the same portion of their medical and dental insurance premiums that it paid during the Employment Period if they elect to continue coverage pursuant to COBRA during the period that such COBRA otherwise applies. Any share of premium payments to be paid by the Insured Parties shall be deducted from the Death or Section 6(e)Disability Pay or the Severance Pay as if the Executive remained actively employed. Notwithstanding the foregoing, in the event that the Executive receives any equivalent medical and/or dental coverage from any other source, then the Employee Company, shall no longer be entitled obligated to payment for any accrued vacation as of the date of terminationprovide such coverage. (iv) Except as otherwise set forth in this Section 6(f3(d), the Employee Executive shall not be entitled to any severance, bonus severance or other compensation after the termination of his employment with the Company other than payment of any portion of his Base Salary through the date of his termination termination, payment for then accrued but unused vacation pay as calculated pursuant to Section 2(c)(i), provision of other benefits pursuant to Section 2(c)(ii) and (iii) through the date of termination, any expense reimbursements under Section 5 hereof 2(c)(iv) and (v) for expenses incurred in the performance of his duties prior to termination; , and the option to continue the life insurance coverage provided that if Employee’s employment is terminated due pursuant to Employee’s death or Disability Section 2(c)(vi) at his own expense after the end termination of a Fiscal Year but prior to his employment with the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal YearCompany.

Rights and Remedies on Termination. (i) If the Employer shall terminate the Employee’s 's employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(css.6(c) or by Employee pursuant to Section 6(d)hereof, then the Employee (or his estate, as applicableA) shall be entitled to receive his Base Salary through the date of termination or expiration. (ii) If the Employee’s employment hereunder is terminated by the Employer pursuant to Section 3, Section 6(d) (other than for resignation by the Employee) or by the Employee pursuant to Section 6(e), then the Employee shall be entitled to continue to receive receive, as severance pay, payment, in accordance with the Employer’s 's then current payroll practices, of the Employee’s his Base Salary, Fringe Benefits, Insurance and other benefits Salary in effect at the time of such termination, his termination for a period of one year (the “Severance Period”), provided1) month, if termination occurs during the first six months of the initial term of this Agreement, and the lesser of (x) Base Salary payable for the balance of the term of this Agreement or (y) two months Base Salary, if termination occurs during the second six months during the initial term of this Agreement. For any termination pursuant to Section 6(c) hereof by the Employer occurring after the first full year of employment hereunder, the Employee is employed shall receive as severance pay the lesser of (x) Base Salary payable for the balance of the then existing term of this Agreement or engaged (y) two months' Base Salary, plus one week's Base Salary for each full or part year worked after the first year of employment hereunder. Employee shall also be paid his allocable share, as a consultantshareholder of the Employer, advisor or similar position of any positive balance of the Accumulated Adjustments Account (“Subsequent Employment”"AAA" account for S Corporation purposes) during - i.e., his allocable share of any amounts taxable to S Corporation shareholders, but not fully distributed to such shareholders -- within 60 days after the Severance Period, end of the amounts due to Employee under this Section 6(f)(ii) will be reduced by fiscal year in which the amounts earned by Employee in his Subsequent EmploymentEmployee's employment was terminated. (iii) If the Employee’s employment hereunder is terminated pursuant to Section 6(a), Section 6(b), Section 6(d), or Section 6(e), then the Employee shall be entitled to payment for any accrued vacation as of the date of termination. (ivii) Except as otherwise set forth in this Section 6(f)ss.6(d)or otherwise required by law, the Employee shall not be entitled to any severance, bonus severance or other compensation after termination other than payment of any portion of his Base Salary through the effective date of his termination termination, accrued Incentive Compensation, pro rated based on the effective date of termination, and any expense reimbursements under Section 5 ss.5 hereof for expenses incurred in the performance of his duties prior to termination; provided that if Employee’s . Options, which as of the effective date of termination of employment is terminated due to Employee’s death have not become vested and exercisable in accordance with ss.4(c)(ii) hereof shall automatically terminate and be of no further force or Disability after the end of a Fiscal Year but prior to the payment of any Bonus that has been earned for such Fiscal Year, the Employee, his successors or his heirs, as applicable, shall be entitled to the payment of any such Bonus for such Fiscal Yeareffect.