Common use of Termination and Severance Clause in Contracts

Termination and Severance. (a) The Term of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or such disability. (b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) Anything contained in this Agreement to the contrary notwithstanding, should the Company terminate Executive’s employment other than for Cause: (i) The Term Company shall pay Executive the Base Salary and any accrued employment benefit as required by applicable law, each pro-rated through Executive’s employment termination date; (ii) The Company shall pay Executive, in accordance with Section 5 above, any Annual Bonus earned from a prior year but not yet paid and any portion of Employment the Annual Bonus from the fiscal year during which such termination occurs that is payable pursuant to Section 5 above, each payable in accordance with Section 5; (iii) The Company shall terminate automatically if Employee dies or becomes totally disabled from performing pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 7 above; and (iv) Provided that Executive (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the Company’s Board of Directors, and (B) does not otherwise violate this Agreement, the Company will continue to pay Executive his job responsibilities annual Base Salary in equal installments in accordance with the Company’s normal payroll practices for a period of six (6) twelve months or more, whereupon Employee (or his estate) will following Executive’s termination of employment. Executive shall not be entitled to all Base Salary any benefits under this Section 8(a)(iv), (Y) if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause; and Employee Benefits which have accrued through (Z) to the date extent Executive receives any compensation paid by any Person with respect to any services performed by Executive during the twelve month period immediately following Executive’s termination of death or such disabilityemployment. (b) The Should Executive’s employment with the Company may at terminate for any timereason not specified in Section 8(a) above, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee Company shall receive only pay (i) all Executive’s Base Salary and Employee Benefits any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus), each pro-rated through the date of Employee's terminationExecutive’s employment termination date, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 7 above and shall have no other obligations with regard to the payment dates of compensation, severance, bonus or sooner in other amounts to Executive or Executive’s estate. (c) On or before the discretion employment termination date, Executive shall return to the Company all of its and its affiliates’ property including all of the Company's ’s documents, keys, credit cards, computer software, and all copies thereof. (d) For purposes of this Agreement, “Cause” means any of the following, as reasonably determined by the Company’s Board of Directors (items and includes: (i) and the commission by Executive of a felony (or a crime involving moral turpitude); (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein theft, conversion, embezzlement or misappropriation by Executive of funds or other assets of the Company or any of its affiliates or any other act of fraud or dishonesty with respect to the contraryCompany or any of its affiliates (including acceptance of any bribes or kickbacks or other acts of self-dealing); (iii) intentional, on the date of Employee's termination not For Causegrossly negligent, Employee expressly acknowledges that or unlawful misconduct by Executive which causes harm or embarrassment to the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under or any of its affiliates or exposes the Company or any of its affiliates to a substantial risk of harm or embarrassment; (iv) the violation by Executive of any law regarding employment discrimination or sexual harassment; (v) the failure by Executive to comply with any material policy generally applicable to Company employees, which failure is not cured within 30 days after notice to Executive; (vi) the repeated failure by Executive to follow the reasonable directives of the Chief Executive Officer or the Company's employee benefit plans ’s Board of Directors, which failure is not cured within 30 days after notice to Executive; (vii) the unauthorized dissemination by Executive of confidential information in which violation of Section 10 of this Agreement; (viii) any material misrepresentation or materially misleading omission in any resume or other information regarding Executive (including Executive’s work experience, academic credentials, professional affiliations or absence of criminal record) provided by or on behalf of Executive; (ix) the Employee is participating on the date the Employee's Company’s discovery that, prior to Executive’s employment with the Company is terminated not For Cause. (2) In the event of a termination For CauseCompany, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any Executive engaged in conduct of the Company's employee benefit plans type described in which the Employee clauses (i) through (iv) above; or (x) any other material breach by Executive of this Agreement that is participating on the date the Employee's employment with the Company is terminated For Causenot cured within 30 days after notice to Executive. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if Employee dies or becomes totally disabled from performing his job responsibilities for a requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period of six provided that the Company does not elect to terminate your employment sooner if it so elects), (6iii) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) one year's or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in effect immediately prior to the discretion termination of the Employment Period, such amount to be paid periodically in accordance with the Company's Board of Directors ’s regular payroll practices over the twelve (items 12) month period immediately following such termination (i) and (ii) herein are collectively referred to as the "“Severance Payment"Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Code, the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice5).

Termination and Severance. (a) The Term of Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability (as defined below), (iv) a vote of the Board directing such termination for Cause, (v) a vote of the Board directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically if Employee dies extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or becomes totally disabled from performing his job responsibilities for you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a period of circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within six (6) months prior to any termination by you for Good Reason or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through by the date of death or such disability. (b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject 5) (the “Termination Benefit”). Notwithstanding the Severance Benefit payment schedule described above, if necessary to such deductions comply with Section 409A of the Code, during the first six months after your termination, your Severance Benefits will accrue and withholdings as required by law and under Company policy or practicebecome payable in a lump sum payment on the second day of the seventh month after termination.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period on the first to occur of six (6i) months or moreninety (90) days following written notice by you to the Company of your resignation without Good Reason, whereupon Employee (or his estateit being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will be entitled continue to all Base Salary and Employee Benefits which have accrued through the date of perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) one year's or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in the discretion of accordance with the Company's Board of Directors regular payroll practices over the twelve (items 12) month period immediately following such termination (i) and (ii) herein are collectively referred to as the "Severance PaymentSEVERANCE BENEFIT"). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company's regular payroll practices over the twelve (12) month period immediately following such termination, SOLELY in a circumstance in which there has occurred a Change of Control (as defined in the Shareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to such termination. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment and Benefit or other payments or benefits constituting a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), the Severance Benefit (or, at your election, such other paymentspayments and/or benefits, if anyor a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, required under and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company's auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive benefits under the date Company's benefit plans for one year (or, in the Employee's event that the enhanced Severance Benefit is payable in connection with a Change of Control, three years) following the termination of your employment with the Company is terminated not For Cause. (2) Company. In the event case of benefit plans that do not permit such continued participation, in lieu thereof you shall be entitled to receive a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, cash payment from the Company shall have no further obligation sufficient to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of enable you to purchase comparable benefits for the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeapplicable period. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term This Agreement may be terminated immediately by either party (i) if the other party shall fail to do business in the normal course or become subject to a bankruptcy or any similar proceeding, (ii) thirty (30) days after delivery of Employment written notice from the terminating party to the effect that the other party has committed a material breach under this Agreement, provided such breach is not cured within such thirty (30) day period, (iii) if the Deployment Date does not occur within thirty (30) days of the Effective Date of this Agreement, provided such termination right is exercised before deployment occurs, (iv) thirty (30) days after delivery of written notice that, in the case AT&T is the terminating party, AT&T intends to terminate all or a substantial part of the Service, and, in the case Company is the terminating party, Company intends to terminate all or a substantial part of the Company Site, or (v) if Company ceases to be the sole sponsor and only Aggregate Automotive Service on the Automotive Page, then Company shall have the right to terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six this Agreement upon thirty (630) months or more, whereupon Employee (or his estate) will be entitled days' written notice to all Base Salary and Employee Benefits which have accrued through the date of death or such disability.AT&T. (b) The Company may If Company's Site fails to perform in accordance with this Agreement, including, without limitation, with respect to "User Considerations" under Section 6 or "Product Responsibility" under Section 9, AT&T shall have the right at any timetime and at its discretion to sever immediately one or all of the links between the Service and the Tracked Pages. In the event that AT&T seve▇▇ ▇ ▇ink, AT&T will give Company prompt notice of such fact and Company shall have five (5) days to resolve the problem to the reasonable satisfaction of AT&T. If the link remains severed for more than ten (10) days, then AT&T may, immediately and without advance further notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Causethis Agreement. (2c) In the event of a Amounts due and owing AT&T arising prior to any termination For Causeshall continue to be paid to AT&T pursuant to Section 4, Employee but AT&T shall receive all Base Salary and Employee Benefits accrued through the date of Employee's not be entitled to collect commissions or any Sponsorship Fee accruing after such termination. Employee expressly acknowledges that The Sponsorship Fee payable upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating be prorated based on the date number of days in the Employee's employment with calendar month prior to the Company is terminated For Causetermination date. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term If (i) a Transferred Employee’s employment is terminated by Buyer, an Affiliate of Employment shall terminate automatically if Employee dies Buyer or becomes totally disabled from performing his a TPA Firm as a result of job responsibilities for a period of six elimination during the twelve (612) months following the Closing Date under circumstances that would entitle a Transferred Employee to severance pay and benefits as set forth in Sellers’ severance plan on the date hereof or more(ii) Buyer or an Affiliate of Buyer fails to comply with Section 5.2(a) with respect to any Transferred Employee, whereupon such Transferred Employee (or his estate) will shall be entitled to all Base Salary and receive the greater of: (A) severance benefits from Buyer or its Affiliates equal to the severance benefits that the Transferred Employee Benefits which would have accrued through received under the JPMorgan ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pay Plan (as in effect on the date of hereof and as provided for in the “Summary Plan Description for the JPMorgan ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pay Plan” made available to Buyer as document number 13.07.03.01 on the Interlinks website) (the “Parent Severance Pay Plan”), had the Parent Severance Pay Plan remained applicable to such Transferred Employee and taking into account the Transferred Employee’s service in accordance with Section 5.2, as well as the Transferred Employee’s service with the Buyer and its Affiliates (but treating continued participation in Buyer’s medical, dental, health care reimbursement account, supplemental term insurance and accidental death and dismemberment insurance as equivalent to continued participation in Sellers’ welfare plans); or (B) the severance benefits to which the Transferred Employee is entitled under Buyer’s or such disabilitya Buyer Affiliate’s (as applicable) severance plan or policy, taking into account the Transferred Employee’s service in accordance with Section 5.2. (b) The Company may at Buyer shall reimburse Sellers for any timecosts, liabilities or obligations incurred by Sellers or any of their Affiliates under the Parent Severance Pay Plan (including, without advance noticelimitation, terminate the Term any costs of Employment subject providing welfare or other benefits during a Listed Employee’s severance period), to the following: extent caused by, relating to, or arising out of the transfer or termination of any Listed Employee in connection with this Agreement or the transactions contemplated by this Agreement. Buyer shall reimburse Sellers for 50% of all compensation related costs and expenses payable to the Listed Employees by Sellers or any of their Affiliates (1) In including the event cost of a termination not For Causebenefits provided by Sellers or their Affiliates under an Employee Benefit Plan), Employee shall receive in each case as referenced in 29 U.S.C. § 2104 (i) all Base Salary and Employee Benefits accrued through “WARN Costs”); provided, however that if the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner WARN Costs exceed $4,000,000 in the discretion aggregate, Buyer shall reimburse Sellers for 100% of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment")such excess. Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any Buyer’s reimbursement payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject 5.3(b) shall be made no later than thirty (30) days after Sellers deliver to Buyer an invoice of such deductions costs, liabilities or obligations and withholdings such payments shall be made by wire transfer to the account or accounts designated by Sellers in Section 2.6. This Section 5.3(b) shall not limit Buyer’s indemnification obligations for Losses pursuant to Section 8.1(b)(iii) except to the extent such indemnification would constitute a duplication of obligations. Notwithstanding the foregoing, Buyer shall in no event be responsible for reimbursement of any such WARN Costs to the extent the WARN Costs result from Sellers’ failure to provide notices to affected employees on or prior to the day after the Closing Date. In no event shall this Agreement cause a Transferred Employee to be entitled to severance benefits from Buyer or its Affiliates (including, as required by law of the Closing Date, the Acquired Companies) as a result of (i) an Employee’s acceptance of employment with a TPA Firm on or after the Closing Date, or (ii) a Transferred Employee’s termination of employment with Buyer and under Company policy or practiceits Affiliates in connection with the Transferred Employee’s commencement of employment with a TPA Firm.

Termination and Severance. The Employment Period shall terminate on the first to occur of: (a) The Term ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (g) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment shall terminate automatically if Employee dies Period, or becomes totally disabled from performing his job responsibilities for ninety (90) days following a period of six Change in Control (6it being understood that you will continue to perform your services hereunder during such ninety (90) months or more, whereupon Employee day period), (or his estateh) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or such disability.Disability, (bi) The Company may a vote of the Board of Holdings or the Subsidiary directing such termination for Cause, (j) a vote of the Board of Holdings or the Subsidiary directing such termination without Cause, or (k) the second anniversary of the Effective Date (the "Scheduled Expiration Date"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (b) or (e) above, or pursuant to clause (f) as a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion result of the Company's Board notice to you of Directors (items (i) and (ii) herein are collectively referred an intention not to as extend the "Severance Payment"). Notwithstanding anything herein Employment Period, the Company shall concurrently with such termination make a lump-sum payment to you equal to the contrarysum of one times your Annual Base Salary plus one times your target annual bonus payment, on established pursuant to Section 2 hereof. You shall also be reimbursed for the cost of continuing your health insurance coverage under COBRA for the eighteen (18) month period following such a termination. The Company shall also in such event cancel the Non-Recourse Secured Promissory Note and the Stock Pledge Agreement, dated April 16, 2001, and forgive any indebtedness (including all principal and any accrued, unpaid interest thereon) which would otherwise be due thereunder. In addition, in the event you relocate to the Lower 48 states during the 12 months following your termination, you shall be entitled to receive relocation benefits in accordance with the executive relocation benefits policy in effect as of the date of Employee's termination not For Cause, Employee expressly acknowledges that this Agreement. Except as otherwise set forth in this paragraph 4 or pursuant to the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any terms of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company is terminated not For Causein connection with termination of your employment hereunder. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if Employee dies or becomes totally disabled from performing his job responsibilities for a requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period of six provided that the Company does not elect to terminate your employment sooner if it so elects), (6iii) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) one year's or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary payable as severance in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal installments based on normal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll payment dates or sooner practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the discretion of Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment")Company without Cause. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice5) (the “Termination Benefit”).

Termination and Severance. Your employment may be terminated by you or the Company as follows: (a) The Term the Company may terminate your employment for “Cause” (as defined below) upon written notice to you effectively immediately, in which case you will not be entitled to receive any form of Employment shall payment other than your earned compensation through your date of separation and reimbursable expenses; (b) you may terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities your employment voluntarily other than for “Good Reason” (as defined below) upon at least thirty (30) days’ prior written notice to the Company, in which case you will not be entitled to receive any form of payment other than your earned compensation through your date of separation and reimbursable expenses; and (c) (i) the Company may terminate your employment other than for “Cause” upon written notice to you and (ii) you may you terminate your employment voluntarily for “Good Reason” upon at least thirty (30) days’ prior written notice to the Company, whereupon, in each case subject to and conditioned upon your execution and delivery to the Company of a formal separation agreement (which will contain, among other obligations, your release of all claims against the Company and related persons and entities, and confidentiality/non-disparagement and non-compete provisions in a form and manner satisfactory to the Company), the Company will: (A) pay you salary continuation payments at your then Base Salary rate for a period of six (6) months (the “Severance Period”) following the termination of your employment, in accordance with the Company’s regularly established payroll procedure (the “Severance Payments”), and (B) provided you are eligible for and timely elect to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the last day of the Severance Period, or more(ii) the date on which you become eligible for healthcare insurance with a subsequent employer, whereupon Employee unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply. In addition, within sixty (60) days following such resignation or his estatetermination, as applicable, the Company will pay you a lump-sum payment equal to the prorated portion of your current target bonus for the fiscal year in which you are terminated (with such prorated portion determined by the number of days you were employed during such fiscal year). To the extent applicable, the Severance Payments, “COBRA” payments and lump-sum payment will commence (or, in the case of the lump-sum payment, be paid) within sixty (60) days after your termination, and once they commence, will be entitled to all Base Salary and Employee Benefits which have include any unpaid amounts accrued through from the date of death your termination; provided, that, if such 60-day period spans two calendar years, then such payments in any event will commence, or such disabilityif applicable, be paid in the second calendar year. (bd) The Company may at any timeFor purposes of this letter, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For “Cause, Employee shall receive ” means (i) all Base Salary and Employee Benefits accrued through your conviction of a felony, your plea of guilty or “no contest” to a felony, or your confession of guilt to a felony, in each case whether or not in connection with the date performance of Employee's terminationyour duties to the Company, and (ii) one year's Base Salary payable as severance any act or omission by you which constitutes willful misconduct or negligence that results in equal installments based on normal payroll payment dates loss, damage or sooner in injury to the discretion Company or its prospects, including, but not limited to (A) disloyalty, dishonesty or a breach of fiduciary duty to the Company or its shareholders, (B) theft, fraud, embezzlement or other illegal conduct, or (C) deliberate disregard of a rule or policy of the Company's Board of Directors , (items (iiii) and (ii) herein are collectively referred your failure, refusal or unwillingness to as the "Severance Payment"). Notwithstanding anything herein perform, to the contraryreasonable satisfaction of the Board or Company. determined in good faith, on any duty or responsibility assigned to you in connection with the date performance of Employee's termination not For Causeyour duties hereunder, Employee expressly acknowledges that which failure of performance continues for a period of more than two weeks after written notice thereof has been provided to you by the Company shall have no further obligation or the Board, such notice to provide any payments to Employee other than set forth in reasonable detail the Severance Payment and nature of such other paymentsfailure of performance, if any, required under or (iv) the material breach by you of any of the Company's employee benefit plans in which provisions of this letter or the Employee is participating on the date the Employee's employment with the Company is terminated not For CauseRelated Agreements. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if Employee dies or becomes totally disabled from performing his job responsibilities for a reque▇▇▇▇, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period of six provided that the Company does not elect to terminate your employment sooner if it so elects), (6iii) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) one year's or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary payable as severance in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Not withstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal installments based on normal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll payment dates or sooner practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the discretion of Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment")Company without Cause. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice5).

Termination and Severance. The Severance payments provided in this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits. (a) The Term In the event Executive's employment terminates as a result of Employment a voluntary termination by Executive for Good Reason, or a termination by the Company without Cause, upon execution of an effective general release of all claims against the Company, its employees, officers, directors and agents, in a form reasonably acceptable to the Company: (i) Executive shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities receive eighteen (18) monthly payments each equal in amount to one-twelfth (1/12th) of Executive's then base salary, less applicable state and federal withholdings; and (ii) for a period of six eighteen (618) months or more, whereupon Employee (or until comparable benefits coverage becomes available to Executive, if sooner), the Company shall reimburse Executive (or pay him directly, at the Company's option) the costs associated with the continuation of Executive's and his estatedependents' medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") will be entitled as in effect immediately prior to all Base Salary and Employee Benefits which have accrued through the date Executive's termination of death or such disabilityemployment. (b) The Company may at For purposes of this Agreement, "Good Reason" means that any time, of the following are undertaken without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive Executive's express written consent: (i) all Base Salary and Employee Benefits accrued through the date assignment to Executive of Employeeany duties or responsibilities which result in any material diminution or adverse change of Executive's terminationposition, and status or circumstances of employment; (ii) one yearthe taking of any action by the Company which would adversely affect Executive's Base Salary payable participation in, or reduce Executive's benefits under, the Company's benefit plans (including equity benefits) as severance in equal installments based of the time this Amendment is executed; (iii) a relocation of Executive's principal office to a location more than thirty-five (35) miles from Manhattan, New York, except for required travel by Executive on normal payroll payment dates the Company's business; or sooner in (iv) any failure by the discretion Company to obtain the assumption of the Employment Agreement by any successor or assign of the Company's Board . For purposes of Directors this Amendment, "Cause" means: (items (iV) an intentional action or intentional failure to act by Executive which was performed in bad faith and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrarymaterial detriment of the Company; (W) Executive intentionally refuses or intentionally fails to act in accordance with any lawful and proper direction or order of the Board; (X) Executive willfully and habitually neglects the duties of his employment; or (Z) Executive is convicted of a felony crime involving moral turpitude; provided, on however, that in the date of Employee's termination not For Cause, Employee expressly acknowledges event that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee foregoing events under clauses (V), (W), (X) or (Y) above is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event capable of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Causebeing cured, the Company shall provide written notice to Executive describing the nature of such event and Executive shall thereafter have no further obligation ten (10) business days to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and cure such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeevent. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term While this Agreement contemplates the possibility of Employee's termination at any time, the act of termination must be in accordance with the concepts of due process and the express terms of this Employment Agreement. In the event that there is a dispute concerning Employee's termination, such dispute shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period be submitted to binding arbitration in accordance with the Alternative Dispute Resolution section of six (6) months or morethis Agreement, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or such disabilitybelow. (b) The Company Buyer may terminate Employee's employment hereunder at any timetime for Cause by providing to Employee written notice of termination stating the grounds for termination for "Cause" (defined below). Upon notice of termination of employment for Cause and elapse of the cure period (if any) without proper cure, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For CausePeriod will immediately end, Employee shall will not be entitled to receive any further compensation (whether in the form of Base Salary, bonuses, Benefits or otherwise) other than (i) all accrued but unpaid Base Salary and Employee Benefits accrued through the date of Employee's terminationSalary, if any, and (ii) one year's Base Salary payable as severance in equal installments based unpaid reimbursable expenses outstanding on normal payroll payment dates the date of termination, and neither Buyer nor Parent shall have any further obligations whatsoever to Employee (this will not abrogate, however, any other obligations due to the Company or sooner in the discretion Shareholder under the terms of the Company's Asset Purchase Agreement). Any Benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in Section 4(c), or any other applicable plans and programs, shall be determined as of the date of such termination by the Board of Directors of Buyer unless the terms of such plans and programs specifically address termination of employment. (items c) In the event that Employee voluntarily terminates his employment (other than as set forth in Section 6(d) below), or his employment is terminated as a consequence of his death or disability, the Employment Period will end on the effective date of such termination, provided that (other than for death or disability) Employee shall provide Buyer with thirty (30) days prior written notice of the effective date of any such termination. Following a voluntary termination by Employee for any reason (including death or disability), Employee shall not be entitled to receive any further compensation (whether in the form of Base Salary, bonuses, Benefits or otherwise) other than (i) accrued but unpaid Base Salary, if any, and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, unpaid reimbursable expenses outstanding on the date of Employee's termination not For Causetermination, Employee expressly acknowledges that the Company and neither Buyer nor Parent shall have no any further obligation obligations whatsoever to Employee. Any Benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in Section 4(c), or any other applicable plans and programs, shall be determined as of the date of such termination by the Board of Directors of Buyer unless the terms of such plans and programs specifically address termination of employment. (d) Employee shall be entitled to terminate this Agreement and the Employment Term hereunder in the event that (i) Buyer is in default of a material term of this Agreement (including, without limitation, the assignment to Employee of general duties which are materially inconsistent with the duties set forth in Section 3 or the failure of Buyer or Parent to pay the Employee any Base Salary when due or to provide any payments to Employee other than the Severance Payment and such other payments, if any, Benefits as required under any this Agreement) or the Stock Option Agreement or (ii) Buyer or Parent fail to make an undisputed Earn-Out payment when due under the provisions of Sections 1.7 and 1.8 of the Company's employee benefit plans Purchase Agreement, in any case under (i) or (ii) above, which default or nonpayment remains uncured for a period of 30 days after written notice of such default from Employee to the Board of Directors of Buyer and Parent (such notice to specify the specific nature of the claimed default and the manner in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Causereasonably suggests such default can be cured). (2e) In the event Buyer terminates Employee's employment without "Cause" or Employee terminates his employment pursuant to the provision of a termination For CauseSection 6(d) above, Employee shall be entitled to continue to receive all from Buyer, (i) his then applicable Base Salary when otherwise payable and Employee Benefits accrued through the end of the Initial Employment Period or the then current Renewal Period, as the case may be, and (ii) any unpaid reimbursable expenses outstanding as of the date of termination. If Employee is precluded from continuing his participation in any Benefits provided under any employee benefit plan or program, he shall be provided the after-tax equivalent of the Benefits provided under such plan or program in which he is unable to participate for the remainder of the Initial Employment Period or the then current Renewal Period, as the case may be. The economic equivalent of any Benefit under such plan or program foregone shall be deemed to be the lowest cost that would be incurred by Employee in obtaining such Benefit himself on an individual basis. In connection with a termination without Cause or a termination by Employee under Section 6(d), except as provided in this Section 6(e), neither Buyer nor Parent shall have any further obligations whatsoever to Employee. In the event Buyer or Parent fails to pay Employee pursuant to the terms of this Section 6(e) (within 30 days after Employee has delivered written notice to Buyer and Parent of such payment default), the covenants set forth in Section 1 of the Noncompetition Agreement shall cease to have any further force and effect and shall be deemed null and void ab initio. Notwithstanding the foregoing or anything to the contrary contained herein, in any other document or agreement or otherwise, (A) if a termination of Employee's terminationemployment occurs pursuant to Sections 6(b) or 6(d) and (B) a dispute arises in connection with such termination which dispute could result in a termination of any provisions of the Noncompetition Agreement pursuant to the terms hereunder, then such dispute will be submitted to and resolved within 60 days of such submission by arbitration in accordance with the Alternative Dispute Resolution provisions of this Agreement. Employee expressly acknowledges that upon Employee's termination For Cause, In the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary event such decision is against Buyer or Parent and Employee Benefits and such other payments, if any, required under otherwise would cause any of the Company's employee benefit plans provisions of the Noncompetition Agreement to terminate, Buyer and Parent shall, have the right to require the provisions set forth in which the Noncompetition Agreement to remain intact and in full force and effect by paying Employee is participating on the date the all amounts (as determined by such arbitration panel) due to Employee's employment with the Company is terminated For Cause. (3) All payments made , pursuant to this Section 5 are subject the terms hereunder, in connection with such termination, plus any damages that the arbitrator deems just and proper. In the event that the arbitrator rules that there is a "prevailing party" in his award, then the prevailing party shall also be entitled to such deductions be reimbursed its reasonable attorneys' fees and withholdings as required by law and under Company policy or practicefees of experts upon application to the arbitrator.

Termination and Severance. (a) The Term of Employment Period shall terminate on the first to occur of (i) thirty (30) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period if requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability (as defined below), (iv) a vote of the Board directing such termination for Cause, (v) a vote of the Board directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically if Employee dies extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or becomes totally disabled from performing his job responsibilities for you shall give written notice to the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clause (ii) or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a period of circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within six (6) months prior to any termination by you for Good Reason or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through by the date of death or such disability. (b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject 5) (the “Termination Benefit”). Notwithstanding the Severance Benefit payment schedule described above, if necessary to such deductions comply with Section 409A of the Code, during the first six months after your termination, your Serverance Benefits will accrue and withholdings as required by law and under Company policy or practicebecome payable in a lump sum payment on the second day of the seventh month after termination.

Termination and Severance. (a) The Term of Employment Period shall terminate on the first to occur of (i) forty-five (45) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such forty-five (45) day period if requested, but the Company may terminate your services sooner if it so elects, without any severance obligations hereunder), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period provided that the Company does not elect to terminate your employment sooner if it so elects), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (v) a vote of the Board of the Company directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically if Employee dies extended for successive one-year periods unless, at least one hundred and twenty (120) days prior to the then-current Scheduled Expiration Date, either the Company or becomes totally disabled from performing his job responsibilities you shall give written notice to the other of an intention not to extend the Employment Period. In the event your employment with the Company terminates for a period of six (6) months or moreany reason, whereupon Employee (or his estate) you will be entitled to all (a) any unpaid Base Salary and Employee Benefits which have accrued through up to the effective date of death or such disability. termination, (b) The unpaid, but earned and accrued Annual Bonus for any completed fiscal year that is unpaid as of the termination of your employment, (c) pay for accrued but unused vacation that the Company is legally obligated to pay you, (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to you, (e) unreimbursed business expenses required to be reimbursed to you, and (f) rights to indemnification you may at any timehave under the Company’s Articles of Incorporation, without advance noticeBylaws, terminate the Term of Employment subject to the following: (1) Agreement or separate indemnification agreement, as applicable. In the event of a termination not For Causeof the Employment Period pursuant to clause (ii) or (v) above, Employee the Company shall receive pay to you (i) all an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, (ii) eighteen (18) months accelerated vesting with respect to any outstanding, unvested Time Shares, and Employee Benefits accrued through (iii) reimbursement for premiums paid for continued health benefits for you and your dependents under the Company’s health plans for eighteen (18) months. Such amounts provided for in this section shall be paid within thirty (30) days of the date of Employee's terminationsuch termination (the “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to (i) two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period, (ii) full vesting with respect to any outstanding, unvested Time Shares and Performance Shares, and (iiiii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of reimbursement for premiums paid for continued health benefits for you and your dependents under the Company's Board ’s health plans for thirty-six (36) months with such amounts to be paid within thirty (30) days of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's such termination, in each case solely in a circumstance in which there is a termination not For Cause, Employee expressly acknowledges that of your employment within three (3) months prior to or nine (9) months following the occurrence of a Change in Control either by the Company shall have no further obligation to provide any payments to Employee other than for Cause or by you with Good Reason. hereunder, you shall be given the Severance Payment choice of which benefits to reduce. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and such other paymentsapproximations concerning applicable taxes and may rely on reasonable, if any, required under any good faith interpretations concerning the application of Sections 280G and 4999 of the Company's Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Except as otherwise set forth in this paragraph 5 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 4, you shall not be entitled to any compensation or other payment from the Employee is participating on the date the Employee's employment Company in connection with the Company is terminated not For Causetermination of your employment hereunder. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. The Severance payments provided in this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits. (a) The Term In the event Executive's employment terminates as a result of Employment a voluntary termination by Executive for Good Reason, or a termination by the Company without Cause, upon execution of an effective general release of all claims against the Company, its employees, officers, directors and agents, in a form reasonably acceptable to the Company: (i) Executive shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities receive twelve (12) monthly payments each equal in amount to one-twelfth (1/12th) of Executive's then base salary, less applicable state and federal withholdings; and (ii) for a period of six twelve (612) months or more, whereupon Employee (or until comparable benefits coverage becomes available to Executive, if sooner), the Company shall reimburse Executive (or pay him directly, at the Company's option) the costs associated with the continuation of Executive's and his estatedependents' medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") will be entitled as in effect immediately prior to all Base Salary and Employee Benefits which have accrued through the date Executive's termination of death or such disabilityemployment. (b) The Company may at For purposes of this Amendment, "Good Reason" means that any time, of the following are undertaken without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive Executive's express written consent: (i) all Base Salary and Employee Benefits accrued through the date assignment to Executive of Employeeany duties or responsibilities which result in any material diminution or adverse change of Executive's terminationposition, and status or circumstances of employment; (ii) one yearthe taking of any action by the Company which would adversely affect Executive's Base Salary payable participation in, or reduce Executive's benefits under, the Company's benefit plans (including equity benefits) as severance in equal installments based of the time this Amendment is executed; (iii) a relocation of Executive's principal office to a location more than thirty-five (35) miles from Manhattan, New York, except for required travel by Executive on normal payroll payment dates the Company's business; or sooner in (iv) any failure by the discretion Company to obtain the assumption of the Employment Agreement by any successor or assign of the Company's Board . For purposes of Directors this Amendment, "Cause" means: (items (iV) an intentional action or intentional failure to act by Executive which was performed in bad faith and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrarymaterial detriment of the Company; (W) Executive intentionally refuses or intentionally fails to act in accordance with any lawful and proper direction or order of the Board; (X) Executive willfully and habitually neglects the duties of his employment; or (Z) Executive is convicted of a felony crime involving moral turpitude; provided, on however, that in the date of Employee's termination not For Cause, Employee expressly acknowledges event that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee foregoing events under clauses (V), (W), (X) or (Y) above is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event capable of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Causebeing cured, the Company shall provide written notice to Executive describing the nature of such event and Executive shall thereafter have no further obligation ten (10) business days to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and cure such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeevent. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term Subject to Section 7(f) regarding a Change of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of Control, this Agreement may be terminated by either party without Cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for Cause by written notice to me. For purposes of this Section 7, "Cause" for termination shall exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date material breach of death or such disabilitythis Agreement. (b) The To the maximum extent permitted by law, I hereby expressly authorize the Company may at in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any timeother obligations). (c) Upon termination of employment, without advance noticeI will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, terminate the Term of Employment subject and deliver to the following:Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its business. (1d) Termination of this Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement. (e) In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate. (f) Notwithstanding any other provision of this Agreement to the contrary, at any time during the thirty (30) month period following a termination not For Cause, Employee shall receive Change of Control (as hereinafter defined), (i) all Base Salary and Employee Benefits accrued through if the Company (A) without Cause, terminates my employment or terminates this Agreement or gives me notice of either of such terminations, (B) materially diminishes my level of responsibility or position in the Company, (C) materially diminishes my salary or my bonus potential, (D) fails to provide me with any material benefit or perquisite provided to any other executive in a comparable position, (E) requires me to relocate to an office more than 25 miles from my place of employment immediately prior to the Change of Control, (F) materially breaches this Agreement (including but not limited to the terms set forth on Exhibit A hereto) in any other way, then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment on the date of Employee's terminationtermination of my employment in an amount equal to two (2) times the Gross Annual Salary, and less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom; and (ii) if the Company takes any action described in clauses (A) through (F) of paragraph (f)(i) above, then the Company shall provide me with the same level of employee benefits I have been receiving immediately prior to such action, and such benefits shall be provided until the earlier of (A) such time as I obtain new benefits coverage by reason of new employment, or (B) the two (2) year anniversary of my termination of employment with the Company; and (iii) if the Company takes any action described in clauses (A) through (F) of paragraph (f)(i) above and fails to provide me with any benefit required under paragraph (f)(i) or (f)(ii) above, then the Company shall reimburse me for any legal fees and expenses I incur in successfully enforcing my rights under either or both of said paragraphs. (g) For purposes of this Agreement, a Change of Control shall mean the satisfaction of the conditions set forth in any one year's Base Salary payable of the following paragraphs: (i) any person (as severance defined in equal installments based on normal payroll payment dates Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as modified and used in Sections 13(d) and 14(d) thereof, except that neither (A) the Company or sooner any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, nor (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company shall be included in such term) (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the discretion securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or (ii) during any period of up to two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (items the "Board") and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) and or (iiiv) herein are collectively referred of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to as constitute a majority thereof; or (iii) the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date shareholders of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide approve a merger or consolidation of the Company with any payments to Employee other corporation, other than (A) a merger or consolidation which would result in the Severance Payment and voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such other paymentssurviving entity outstanding immediately after such merger or consolidation, if any, required under any or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company's employee then outstanding securities; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. (h) Notwithstanding any other provision of this Agreement, in the event that any payment or benefit plans in which received or to be received by the Employee is participating on in connection with a Change of Control or the date termination of the Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Benefits, being hereinafter called the "Total Benefits"), would be subject (in whole or in part) to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then the Severance Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is terminated not subject to the Excise Tax if (A) the net amount of such Total Benefits, as so reduced, (and after deduction of the net amount of federal, state and local income taxes and FICA and Medicare taxes on such reduced Total Benefits) is greater than (B) the excess of (i) the net amount of such Total Benefits, without deduction (but after deduction of the net amount of federal, state and local income taxes and FICA and Medicare taxes on such Total Benefits), over (ii) the amount of Excise Tax to which the Employee would be subject in respect of such Total Benefits. For Cause. purposes of determining whether and the extent to which the Total Benefits will be subject to the Excise Tax, (2i) In no portion of the event Total Benefits the receipt or enjoyment of a termination For Cause, which the Employee shall receive all Base Salary and Employee Benefits accrued through have effectively waived in writing prior to the Employee's date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Causeof employment shall be taken into account, (ii) no portion of the Total Benefits shall be taken into account which in the opinion of tax counsel selected by the Company does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Benefits shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of be determined by the Company's employee benefit plans independent auditors in which the Employee is participating on the date the Employee's employment accordance with the Company is terminated principles of Sections 280G(d)(3) and (d)(4) of the Code. For Cause. (3) All payments made pursuant to purposes of this Section 5 are subject to such deductions and withholdings as required 7(h), the term "Severance Benefits" means the benefits provided for by law and under Company policy or practiceSection 7(f) hereof.

Termination and Severance. A. In the event CITY no longer wishes to avail itself of the services of EMPLOYEE, CITY shall give EMPLOYEE thirty (a30) The Term of Employment shall terminate automatically if Employee dies days’ notice. B. Should EMPLOYEE be terminated by CITY with or becomes totally disabled from performing without cause during such time that EMPLOYEE is willing and able to perform his job responsibilities for duties under this Contract, CITY agrees to pay EMPLOYEE, as severance, a period of cash payment equal to six (6) months' salary and an amount to be utilized toward COBRA premiums equal to six months or more, whereupon Employee (or his estate) CITY Medical/Dental/Vision contributions at the time of separation. Both severance and COBRA payments will be entitled less applicable federal, state and local payroll tax deductions. Further, the payment of said severance is expressly conditioned upon EMPLOYEE and CITY executing a separation and release agreement that shall settle and release any and all claims EMPLOYEE may have, known or unknown, against CITY. Such severance payment shall release fully and finally CITY from any and all further obligations to EMPLOYEE under this Contract. Any severance shall be paid in a lump sum within 30 (thirty) days of termination unless otherwise agreed to by CITY and EMPLOYEE. C. In the event EMPLOYEE is charged with criminal activity, and employment is terminated by the CITY, no severance is due as set forth under Section III.B except as set forth herein. If upon completion of the criminal investigation and any attendant trial, EMPLYOEE is not convicted of criminal activity, only in that event will CITY have an obligation to pay the aggregate severance sum designated in Section III.B. D. If EMPLOYEE resigns following an offer by a representative of the governing body to accept EMPLOYEE' s resignation in lieu of termination, whether the offer is formal or informal, then EMPLOYEE may declare a termination under Section III.B. of this Contract. E. If CITY reduces the salary or other financial benefits of EMPLOYEE in greater percentage than applicable to all Base Salary and Employee Benefits which have accrued through the date unclassified employees of death or such disabilityCITY, then EMPLOYEE may declare a termination under Section III.B. of this Contract. (b) F. EMPLOYEE shall give CITY at least one month’s notice in advance of his voluntary resignation from the appointed position, unless the parties otherwise agree, and EMPLOYEE shall be available to perform services for that period. The Company may at any timeCity Council, without advance noticehowever has the discretion to decide whether EMPLOYEE will continue to perform services during the notice period prior to his separation from employment. Any voluntary resignation by EMPLOYEE is not a termination under Section III.B of this Contract. SECTION IV. SALARY, terminate SALARY ADJUSTMENT ELIGIBILITY, VACATION, ADMINISTRATIVE AND SICK LEAVE, AND MISCELLANEOUS BENEFITS A. Base Salary. Commencing with the Term of Employment subject Service, CITY agrees to the following: (1) In the event pay EMPLOYEE an annual base salary of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary $145,000 per year payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges same schedule that the Company shall have no further obligation other CITY Department Heads are paid. If all CITY Department Heads receive Cost of Living Adjustments (COLA) to provide any payments their salaries, EMPLOYEE is entitled to Employee other than COLA adjustments at the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Causesame rate. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. The Severance payments provided in this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits. (a) The Term In the event Executive's employment terminates as a result of Employment a voluntary termination by Executive for Good Reason, or a termination by the Company without Cause, upon execution of an effective general release of all claims against the Company, its employees, officers, directors and agents, in a form reasonably acceptable to the Company: (i) Executive shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities receive twelve (12) monthly payments each equal in amount to one-twelfth (1/12th) of Executive's then base salary, less applicable state and federal withholdings; and (ii) for a period of six twelve (612) months or more, whereupon Employee (or until comparable benefits coverage becomes available to Executive, if sooner), the Company shall reimburse Executive (or pay him directly, at the Company's option) the costs associated with the continuation of Executive's and his estatedependents' medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") will be entitled as in effect immediately prior to all Base Salary and Employee Benefits which have accrued through the date Executive's termination of death or such disabilityemployment. (b) The Company may at For purposes of this Amendment, "Good Reason" means that any time, of the following are undertaken without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive Executive's express written consent: (i) all Base Salary and Employee Benefits accrued through the date assignment to Executive of Employeeany duties or responsibilities which result in any material diminution or adverse change of Executive's terminationposition, and status or circumstances of employment; (ii) one yearthe taking of any action by the Company which would adversely affect Executive's Base Salary payable participation in, or reduce Executive's benefits under, the Company's benefit plans (including equity benefits) as severance in equal installments based of the time this Amendment is executed; (iii) a relocation of Executive's principal office to a location more than thirty-five (35) miles from Boston, Massachusetts, except for required travel by Executive on normal payroll payment dates the Company's business; or sooner in (iv) any failure by the discretion Company to obtain the assumption of the Employment Agreement by any successor or assign of the Company's Board . For purposes of Directors this Amendment, "Cause" means: (items (iV) an intentional action or intentional failure to act by Executive which was performed in bad faith and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrarymaterial detriment of the Company; (W) Executive intentionally refuses or intentionally fails to act in accordance with any lawful and proper direction or order of the Board; (X) Executive willfully and habitually neglects the duties of his employment; or (Z) Executive is convicted of a felony crime involving moral turpitude; provided, on however, that in the date of Employee's termination not For Cause, Employee expressly acknowledges event that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee foregoing events under clauses (V), (W), (X) or (Y) above is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event capable of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Causebeing cured, the Company shall provide written notice to Executive describing the nature of such event and Executive shall thereafter have no further obligation ten (10) business days to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and cure such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeevent. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. A. If the Employee is terminated by the Governing Body before expiration of the aforesaid term of employment and during such time that Employee is willing to perform the duties of Town Administrator, the Town agrees to forthwith pay Employee a lump sum cash payment equal to twelve (a) The Term of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (612) months aggregate salary; provided, however, that if the Employee is terminated because of any act of willful gross negligence, willful misconduct with respect to the affairs of the Town, or moreintentional non-performance of his duties, whereupon whether such act results in a criminal prosecution or not, the Town shall have no obligation to pay the aggregate severance sum designated in this paragraph. In addition, if the Employee is terminated because of a conviction of a felony or any crime involving dishonesty with respect to his duties, then the Town shall have no obligation to pay the severance amount. In the event Employee is charged with a felony or a crime involving dishonesty with the respect to his duties, then the Town may terminate the Employee but shall not be required to pay the severance amount until such criminal case has been resolved. B. If the Town at any time during the employment term reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across­the­ board reduction for all Town employees, or if the Town refuses, following written notice, to comply with any other provision benefiting Employee herein, or the Employee resigns following either an informal or a formal suggestion, by the Town that he resign, then the Employee may at his option, be deemed to be "terminated" at the date of such reduction or such refusal to comply, within the meaning of the context of these provisions. C. In the event Employee voluntarily resigns his position with the Town before expiration of the aforesaid term of employment, then Employee shall give the Town sixty (or his estate60) will days notice in advance, and shall not be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or such disability. (b) The Company may at any time, without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable severance as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment")defined by paragraph A above. Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For CauseHowever, the Company Manager shall have no further obligation to provide be compensated for any payments applicable accrued and unused sick leave, vacation, holidays, compensatory time or other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeapplicable benefits. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. The parties agree that the closing of the Apex Merger will constitute a termination of the Employment Agreement without Cause within the meaning of Section 1.6 of the Employment Agreement, and that, provided Employee satisfies (and continues to satisfy) all of his obligations relating to the termination of his employment under the Employment Agreement (including his obligations under Sections 2, 3, and 4.1 of the Employment Agreement), then so long as Employee does not breach Sections 2, 3, or 4.1 of the Employment Agreement, Employee shall be entitled to continue through the first anniversary of the closing of the Apex Merger described in the Reorganization Agreement: (a) The Term to receive a biweekly base salary of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities $11,538.46 (less required withholding and deductions); (b) to be eligible for a period of six (6) months or more, whereupon Employee employee and dependent coverage under the Company's (or Holdco's) medical and dental plans, and to have access to Apex email, Apex voicemail, a portable computer, and a pager, to the same extent as available to other Company employees; (c) to be insured under the Company's (or Holdco's) insurance policies (including its directors and officers policies) to the same extent other officers and employees are insured; (d) to be entitled to indemnification under the Company's Articles of Incorporation to the same extent other officers and employees are indemnified for acts during employment with the Company; and (e) to be reimbursed by the Company for all ordinary and necessary documented business expenses incurred by Employee in connection with the performance of duties requested by the Chief Executive Officer of Holdco. In addition, the Company will pay to Employee on or before the next payroll date following the closing of the Apex Merger an amount representing his estateaccrued but unused vacation and personal time (less required withholding and deductions) through such closing date. Employee further acknowledges that he will not accrue any additional vacation or personal time after such closing date or be eligible for any other incentive or other bonus payments or stock option grants from the Company or from Holdco for 2000 or thereafter other than bonuses accrued by the Company prior to the closing of the Apex Merger the payment of which is approved by the Apex Compensation Committee. Employee and the Company further agree that, to the extent the provisions of this Section 3 are inconsistent with Sections 1.2 and/or 1.3 of the Employment Agreement, the provisions of this Section 3 shall be deemed to amend Sections 1.2 and 1.3 of the Employment Agreement, and the remaining terms and conditions of the Employment Agreement shall remain unchanged and in full force and effect. Employee acknowledges and agrees that his confidentiality, non-solicitation, and noncompete obligations described in Section 2 and 3 of the Employment Agreement shall continue until the third anniversary of the closing of the Apex Merger, and Employee further acknowledges that he will be entitled to all Base Salary receive the benefits specified in this Section 3 only if he is not in material breach of this Amendment Agreement or his Employment Agreement (including his confidentiality and noncompete obligation described in Sections 2 and 3 of the Employment Agreement). Employee Benefits which have accrued through understands and agrees that, as an additional condition to receiving or retaining the date of death or such disability. benefits described in this Agreement (b) The Company may at any timeincluding Section 2 and this Section 3), without advance notice, terminate the Term of Employment subject Employee must execute and deliver to the following: (1) In Company immediately prior to the event closing of the Apex Merger described in the Reorganization Agreement the Confirmation of Resignation and General Release Agreement attached as ATTACHMENT A. Employee also understands and agrees that, as a termination not For Causefurther condition to receiving or retaining the benefits described in this Section 3, Employee shall receive (i) all Base Salary must execute and Employee Benefits accrued through the date of Employee's termination, and (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein deliver to the contraryCompany the Confirmation of Resignation and General Release Agreement attached as ATTACHMENT B, on which may not be signed any earlier than one day after the date termination of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For CauseCompany. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if Employee dies or becomes totally disabled from performing his job responsibilities for a requested, but the Company may terminate your services sooner if it so elects, without any severance obligations hereunder), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period of six provided that the Company does not elect to terminate your employment sooner if it so elects), (6iii) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Causeof the Employment Period pursuant to clause (ii) or (v) above, Employee the Company shall receive pay to you an amount equal to one hundred fifty percent (i150%) all of your Annual Base Salary and Employee Benefits accrued through as in effect immediately prior to the termination of the Employment Period, such amount to be paid within sixty (60) days of the date of Employee's termination, and such termination (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "“Severance Payment"Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid within sixty (60) days of the date of such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Executive Time Vesting Stock Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Code, the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such reduced reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to paragraph 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice5).

Termination and Severance. The Severance payments provided in this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits. (a) The Term In the event Executive's employment terminates as a result of Employment a voluntary termination by Executive for Good Reason, or a termination by the Company without Cause, upon execution of an effective general release of all claims against the Company, its employees, officers, directors and agents, in a form reasonably acceptable to the Company: (i) Executive shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities receive twelve (12) monthly payments each equal in amount to one-twelfth (1/12th) of Executive's then base salary, less applicable state and federal withholdings; and (ii) for a period of six twelve (612) months or more, whereupon Employee (or until comparable benefits coverage becomes available to Executive, if sooner), the Company shall reimburse Executive (or pay him directly, at the Company's option) the costs associated with the continuation of Executive's and his estatedependents' medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") will be entitled as in effect immediately prior to all Base Salary and Employee Benefits which have accrued through the date of death or such disability.Executive's termination of (b) The Company may at For purposes of this Amendment, "Good Reason" means that any time, of the following are undertaken without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive Executive's express written consent: (i) all Base Salary and Employee Benefits accrued through the date assignment to Executive of Employeeany duties or responsibilities which result in any material diminution or adverse change of Executive's terminationposition, and status or circumstances of employment; (ii) one yearthe taking of any action by the Company which would adversely affect Executive's Base Salary payable participation in, or reduce Executive's benefits under, the Company's benefit plans (including equity benefits) as severance in equal installments based of the time this Amendment is executed; (iii) a relocation of Executive's principal office to a location more than thirty-five (35) miles from Boston, Massachusetts, except for required travel by Executive on normal payroll payment dates the Company's business; or sooner in (iv) any failure by the discretion Company to obtain the assumption of the Employment Agreement by any successor or assign of the Company's Board . For purposes of Directors this Amendment, "Cause" means: (items (iV) an intentional action or intentional failure to act by Executive which was performed in bad faith and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrarymaterial detriment of the Company; (W) Executive intentionally refuses or intentionally fails to act in accordance with any lawful and proper direction or order of the Board; (X) Executive willfully and habitually neglects the duties of his employment; or (Z) Executive is convicted of a felony crime involving moral turpitude; provided, on however, that in the date of Employee's termination not For Cause, Employee expressly acknowledges event that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee foregoing events under clauses (V), (W), (X) or (Y) above is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event capable of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Causebeing cured, the Company shall provide written notice to Executive describing the nature of such event and Executive shall thereafter have no further obligation ten (10) business days to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and cure such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeevent. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall end on September 17, 2002; provided that (i) the Employment Period shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or moreprior to such date upon Executive's resignation, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or Permanent Disability or Incapacity and (ii) the Employment Period may be terminated by the Company at any time prior to such disabilitydate for Cause (as defined below) or without Cause. The Employment Period shall be automatically renewed for additional one year periods unless otherwise terminated upon sixty (60) days prior written notice by the Company or the Executive. (b) The If the Employment Period is terminated by the Company may at any timewithout Cause or if Executive resigns for Good Reason prior to September 17, without advance notice2002, terminate Executive shall be entitled to receive immediately upon the Term date of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive termination: (i) all his Base Salary and Employee Benefits health benefits for one hundred eighty (180) days after the date of termination of Executive's employment and (ii) the maximum 2000 Bonus to which Executive would have been entitled had he been employed by the Company through the end of the term of this Agreement and had he met the applicable EBITDA targets, if and only if Executive (x) has not breached the provisions of Sections 5, 6 and 7 hereof, and (y) has executed and delivered to the Company a general release in form and substance satisfactory to the Company. (c) If the Employment Period is terminated by the Company for Cause or Executive resigns without Good Reason, Executive shall be entitled to receive his Base Salary and accrued and unused vacation through the date of Employeetermination. (d) If the Employment Period is terminated by reason of the Executive's terminationdeath or Permanent Disability or Incapacity, and (ii) one year's Executive or his estate or personal representative, as the case may be, shall be entitled to receive his Base Salary payable as severance at the then current rate for three (3) months after the termination and the pro rata portion (based upon the number of days the Executive worked in equal installments based on normal payroll payment dates or sooner in the discretion that year) of the CompanyExecutive's Board of Directors (items (i) and (ii) herein are collectively referred annual bonus to as which the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that Executive would have been entitled had he been employed by the Company shall have no further obligation to provide any payments to Employee other than through the Severance Payment and such other payments, if any, required under any end of the Company's employee benefit plans year in which the Employee is participating on termination of the date the EmployeeExecutive's employment with occurs. The cash portion of Executive's annual bonus to which Executive would have been entitled but for this Section 3(d) shall be paid to Executive or his estate or personal representative, as the Company is terminated not For Causecase may be. The Option portion of Executive's annual bonus to which Executive would have been entitled but for this Section 3(d) shall be divided equally among ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇. (2e) In the event Except as provided above, all of a termination For Cause, Employee shall receive all Base Salary Executive's rights to fringe benefits and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, bonuses hereunder (if any, required under any ) which accrue or become payable after the termination of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For CauseEmployment Period shall cease upon such termination. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term Subject to Section 7(f) regarding a Change of Employment shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of Control, this Agreement may be terminated by either party without Cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for Cause by written notice to me. For purposes of this Section 7, "Cause" for termination shall exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date material breach of death or such disabilitythis Agreement. (b) The To the maximum extent permitted by law, I hereby expressly authorize the Company may at in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any timeother obligations). (c) Upon termination of employment, without advance noticeI will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, terminate the Term of Employment subject and deliver to the following:Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its business. (1d) Termination of this Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement. (e) In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate. (f) Notwithstanding any other provision of this Agreement to the contrary, at any time during the thirty (30) month period following a termination not For Cause, Employee shall receive Change of Control (as hereinafter defined), (i) all Base Salary and Employee Benefits accrued through if the Company (A) without Cause, terminates my employment or terminates this Agreement or gives me notice of either of such terminations, (B) materially diminishes my level of responsibility or position in the Company, (C) materially diminishes my salary or my bonus potential, (D) fails to provide me with any material benefit or prerequisite provided to any other executive in a comparable position, (E) requires me to relocate to an office more than 25 miles from my place of employment immediately prior to the Change of Control, (F) materially breaches this Agreement (including but not limited to the terms set forth on Exhibit A hereto) in any other way, then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment on the date of Employee's terminationtermination of my employment in an amount equal to two (2) times the Gross Annual Salary, and less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom; and (ii) if the Company takes any action described in clauses (A) through (F) of paragraph (f)(i) above, then the Company shall provide me with the same level of employee benefits I have been receiving immediately prior to such action, and such benefits shall be provided until the earlier of (A) such time as I obtain new benefits coverage by reason of new employment, or (B) the two (2) year anniversary of my termination of employment with the Company; and (iii) if the Company takes any action described in clauses (A) through (F) of paragraph (f)(i) above and fails to provide me with any benefit required under paragraph (f)(i) or (f)(ii) above, then the Company shall reimburse me for any legal fees and expenses I incur in successfully enforcing my rights under either or both of said paragraphs. (g) For purposes of this Agreement, a Change of Control shall mean the satisfaction of the conditions set forth in any one year's Base Salary payable of the following paragraphs: (i) any person (as severance defined in equal installments based on normal payroll payment dates Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as modified and used in Sections 13(d) and 14(d) thereof, except that neither (A) the Company or sooner any of its ------ subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, nor (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company shall be included in such term) (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the discretion securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or (ii) during any period of up to two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (items the "Board") and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) and or (iiiv) herein are collectively referred of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to as constitute a majority thereof; or (iii) the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date shareholders of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide approve a merger or consolidation of the Company with any payments to Employee other corporation, other than (A) a merger or consolidation which would result in the Severance Payment and voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such other paymentssurviving entity outstanding immediately after such merger or consolidation, if any, required under any or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company's employee than outstanding securities; or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. (h) Notwithstanding any other provision of this Agreement, in the event than any payment or benefit plans in which received or to be received by the Employee is participating on in connection with a Change of Control or the date termination of the Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change of Control or any person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Benefits, being hereinafter called the "Total Benefits"), would be subject (in whole or in part) to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then the Severance Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is terminated not subject to the Excise Tax if (A) the net amount of such Total Benefits, as so reduced, (and after deduction of the net amount of federal, state and local income taxes and FICA and Medicare taxes on such reduced Total Benefits) is greater than (B) the excess of (i) the net amount of such Total Benefits, without deduction (but after deduction of the net amount of federal, state and local income taxes and FICA and Medicare taxes on such Total Benefits), over (ii) the amount of Excise Tax to which the Employee would be subject in respect of such Total Benefits. For Cause. purposes of determining whether and the extent to which the Total Benefits will be subject to the Excise Tax, (2i) In no portion of the event Total Benefits the receipt or enjoyment of a termination For Cause, which the Employee shall receive all Base Salary and Employee Benefits accrued through have effectively waived in writing prior to the Employee's date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Causeof employment shall be taken into account, (ii) no portion of the Total Benefits ▇▇▇▇▇ be taken into account which in the opinion of tax counsel selected by the Company does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Benefits shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of be determined by the Company's employee benefit plans independent auditors in which the Employee is participating on the date the Employee's employment accordance with the Company is terminated principles of Sections 280G(d)(3) and (d)(4) of the Code. For Cause. (3) All payments made pursuant to purposes of this Section 5 are subject to such deductions and withholdings as required 7(h), the term "Severance Benefits" means the benefits provided for by law and under Company policy or practiceSection 7(f) hereof.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period on the first to occur of six (6i) months or moreninety (90) days following written notice by you to the Company of your resignation without Good Reason, whereupon Employee (or his estateit being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will be entitled continue to all Base Salary and Employee Benefits which have accrued through the date of perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) one year's or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to your Annual Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in the discretion of accordance with the Company's Board of Directors regular payroll practices over the twelve (items 12) month period immediately following such termination (i) and (ii) herein are collectively referred to as the "Severance PaymentSEVERANCE BENEFIT"). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company's regular payroll practices over the twelve (12) month period immediately following such termination, SOLELY in a circumstance in which there has occurred a Change of Control (as defined in the Shareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to such termination. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment and Benefit or other payments or benefits constituting a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), the Severance Benefit (or, at your election, such other paymentspayments and/or benefits, if anyor a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, required under and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company's auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this Section 6 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive benefits under the date Company's benefit plans for one year (or, in the Employee's event that the enhanced Severance Benefit is payable in connection with a Change of Control, three years) following the termination of your employment with the Company is terminated not For Cause. (2) Company. In the event case of benefit plans that do not permit such continued participation, in lieu thereof you shall be entitled to receive a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, cash payment from the Company shall have no further obligation sufficient to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of enable you to purchase comparable benefits for the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeapplicable period. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period on the first to occur of six (6i) months or moreninety (90) days following written notice by you to the Company of your resignation without Good Reason, whereupon Employee (or his estateit being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will be entitled continue to all Base Salary and Employee Benefits which have accrued through the date of perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) or (v) above, or in the event that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall pay to you an amount equal to one year's hundred fifty percent (150%) of your Annual Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in the discretion of accordance with the Company's Board of Directors regular payroll practices over the eighteen (items 18) month period immediately following such termination (i) and (ii) herein are collectively referred to as the "Severance PaymentSEVERANCE BENEFIT"). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company's regular payroll practices over the thirty-six (36) month period immediately following such termination, SOLELY in a circumstance in which there has occurred a Change of Control (as defined in the Shareholders Agreement among the Company and its shareholders dated as of even date herewith (the "SHAREHOLDERS AGREEMENT")) within three (3) months prior to such termination. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment and Benefit or other payments or benefits constituting a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), the Severance Benefit (or, at your election, such other paymentspayments and/or benefits, if anyor a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, required under and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company's auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive benefits under the date Company's benefit plans for one year (or, in the Employee's event that the enhanced Severance Benefit is payable in connection with a Change of Control, three years) following the termination of your employment with the Company is terminated not For Cause. (2) Company. In the event case of benefit plans that do not permit such continued participation, in lieu thereof you shall be entitled to receive a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, cash payment from the Company shall have no further obligation sufficient to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of enable you to purchase comparable benefits for the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeapplicable period. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. The Severance payments provided in this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits. (a) The Term In the event Executive's employment terminates as a result of Employment a voluntary termination by Executive for Good Reason, or a termination by the Company without Cause, upon execution of an effective general release of all claims against the Company, its employees, officers, directors and agents, in a form reasonably acceptable to the Company: (i) Executive shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities receive twelve (12) monthly payments each equal in amount to one-twelfth (1/12th) of Executive's then base salary, less applicable state and federal withholdings; and (ii) for a period of six twelve (612) months or more, whereupon Employee (or until comparable benefits coverage becomes available to Executive, if sooner), the Company shall reimburse Executive (or pay him directly, at the Company's option) the costs associated with the continuation of Executive's and his estatedependents' medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") will be entitled as in effect immediately prior to all Base Salary and Employee Benefits which have accrued through the date of death or such disability.Executive's termination of (b) The Company may at For purposes of this Amendment, "Good Reason" means that any time, of the following are undertaken without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive Executive's express written consent: (i) all Base Salary and Employee Benefits accrued through the date assignment to Executive of Employeeany duties or responsibilities which result in any material diminution or adverse change of Executive's terminationposition, and status or circumstances of employment; (ii) one yearthe taking of any action by the Company which would adversely affect Executive's Base Salary payable participation in, or reduce Executive's benefits under, the Company's benefit plans (including equity benefits) as severance in equal installments based of the time this Amendment is executed; (iii) a relocation of Executive's principal office to a location more than thirty-five (35) miles from Manhattan, New York, except for required travel by Executive on normal payroll payment dates the Company's business; or sooner in (iv) any failure by the discretion Company to obtain the assumption of the Employment Agreement by any successor or assign of the Company's Board . For purposes of Directors this Amendment, "Cause" means: (items (iV) an intentional action or intentional failure to act by Executive which was performed in bad faith and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrarymaterial detriment of the Company; (W) Executive intentionally refuses or intentionally fails to act in accordance with any lawful and proper direction or order of the Board; (X) Executive willfully and habitually neglects the duties of his employment; or (Z) Executive is convicted of a felony crime involving moral turpitude; provided, on however, that in the date of Employee's termination not For Cause, Employee expressly acknowledges event that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee foregoing events under clauses (V), (W), (X) or (Y) above is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event capable of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Causebeing cured, the Company shall provide written notice to Executive describing the nature of such event and Executive shall thereafter have no further obligation ten (10) business days to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and cure such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Causeevent. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically if Employee dies on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason, (it being understood that you will continue to perform your services hereunder during such ninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason during the Employment Period or becomes totally disabled from performing his job responsibilities for following a period of six Change in Control (6it being understood that you will continue to perform your services hereunder during such thirty (30) months or moreday period), whereupon Employee (or his estateiii) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or Disability, (iv) a vote of the Board of Holdings or the Subsidiary directing such disability. termination for Cause, (bv) The Company may a vote of the Board of Holdings or the Subsidiary directing such termination without Cause, or (vi) the second anniversary of the Effective Date (the "Scheduled Expiration Date"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (iv) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contraryabove, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation concurrently with such termination make a lump-sum payment to provide any payments you equal to Employee other than the Severance Payment and sum of (x) one times your Annual Base Salary plus (y) in the event such other paymentstermination occurs on or after December 31, if any1999, required under any one times your most recent annual bonus payment paid pursuant to paragraph 2 hereof. In addition, you shall be entitled to reimbursement of the Company's cost of continuing your health insurance coverage under COBRA for the twelve (12) month period following such a termination. Except as otherwise set forth in this paragraph 4 or pursuant to the terms of employee benefit plans in which the Employee is participating on the date the Employee's employment with you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from the Company is terminated not For Cause. (2) In in connection with termination of your employment hereunder; however, in the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation give you notice of its intention not to provide any payments other than accrued but unpaid extend the Employment Period, you shall receive twelve (12) months of your Annual Base Salary and Employee Benefits and Salary, as well as reimbursement for the cost of continuing your health insurance coverage under COBRA for such other paymentsperiod, if any, required under any in a lump sum within thirty (30) days of the Company's employee benefit plans in which expiration of the Employee is participating on the date the Employee's employment with the Company is terminated For Causethen Employment Period. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. The benefits provided for the Executive under this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits and indemnification. (a) The Term In the event the Executive’s employment terminates by the Company for Cause, by the Executive without Good Reason or due to the death or Disability of Employment the Executive, the Company shall terminate automatically if pay to the Executive only his base salary accrued through the last day of his employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee dies shall have been unable to perform his duties by reason of illness or becomes totally disabled from performing incapacity for a period of 120 consecutive days in any period of 52 consecutive weeks, as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law. (b) In the event the Executive’s employment terminates as a result of a voluntary termination by the Executive for Good Reason, or a termination by the Company without Cause, the Executive shall: (i) receive his job responsibilities base salary accrued through the last day of his employment with the Company, (ii) receive payments equal to one-half ( 1/2) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of death or such disabilitythis period, the Executive is eligible to continue coverage for the balance of the statutory period under COBRA, provided that the Executive pays the COBRA premium. (bc) The Company may at For purposes of this Amendment, “Good Reason” means that any time, of the following are undertaken without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive Executive’s express written consent: (i) all Base Salary and Employee Benefits accrued through a material reduction in the date of Employee's terminationExecutive’s title, and authority or responsibility; (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner any reduction in the discretion Executive’s annual cash compensation; or (iii) a relocation of the Company's Board place of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in business at which the Employee Executive is participating on principally located to a location more than fifty (50) miles from the date the Employee's employment with the Company is terminated not For Causecurrent principal site. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall end on September 17, 2002; provided that (i) the Employment Period shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or moreprior to such date upon Executive's resignation, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or Permanent Disability or Incapacity and (ii) the Employment Period may be terminated by the Company at any time prior to such disabilitydate for Cause (as defined below) or without Cause. The Employment Period shall be automatically renewed for additional one year periods unless otherwise terminated upon sixty (60) days prior written notice by the Company or the Executive. (b) The If the Employment Period is terminated by the Company may at any timewithout Cause or if Executive resigns for Good Reason prior to September 17, without advance notice2002, terminate Executive shall be entitled to receive immediately upon the Term date of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive termination: (i) all his Base Salary and Employee Benefits health benefits for one hundred eighty (180) days after the date of termination of Executive's employment and (ii) the maximum 2000 Bonus to which Executive would have been entitled had he been employed by the Company through the end of the term of this Agreement and had he met the applicable EBITDA targets, if and only if Executive (x) has not breached the provisions of Sections 5, 6 and 7 hereof, and (y) has executed and delivered to the Company a general release in form and substance satisfactory to the Company. (c) If the Employment Period is terminated by the Company for Cause or Executive resigns without Good Reason, Executive shall be entitled to receive his Base Salary and accrued and unused vacation through the date of Employeetermination. (d) If the Employment Period is terminated by reason of the Executive's terminationdeath or Permanent Disability or Incapacity, and (ii) one year's Executive or his estate or personal representative, as the case may be, shall be entitled to receive his Base Salary payable as severance at the then current rate for three (3) months after the termination and the pro rata portion (based upon the number of days the Executive worked in equal installments based on normal payroll payment dates or sooner in the discretion that year) of the CompanyExecutive's Board of Directors (items (i) and (ii) herein are collectively referred annual bonus to as which the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that Executive would have been entitled had he been employed by the Company shall have no further obligation to provide any payments to Employee other than through the Severance Payment and such other payments, if any, required under any end of the Company's employee benefit plans year in which the Employee is participating on termination of the date the EmployeeExecutive's employment with occurs. The cash portion of Executive's annual bonus to which Executive would have been entitled but for this Section 3(d) shall be paid to Executive or his estate or personal representative, as the Company is terminated not For Causecase may be. The Option portion of Executive's annual bonus to which Executive would have been entitled but for this Section 3(d) shall be divided equally among ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇. (2e) In the event Except as provided above, all of a termination For Cause, Employee shall receive all Base Salary Executive's rights to fringe benefits and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, bonuses hereunder (if any, required under any ) which accrue or become payable after the termination of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For CauseEmployment Period shall cease upon such termination. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term of Employment Period shall terminate automatically on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if Employee dies or becomes totally disabled from performing his job responsibilities for a requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period of six provided that the Company does not elect to terminate your employment sooner if it so elects), (6iii) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Cause, Employee shall receive (i) all Base Salary and Employee Benefits accrued through of the date of Employee's termination, and Employment Period pursuant to clause (ii) one year's or (v) above, the Company shall pay to you an amount equal to your Annual Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in effect immediately prior to the discretion termination of the Employment Period, such amount to be paid periodically in accordance with the Company's Board of Directors ’s regular payroll practices over the twelve (items 12) month period immediately following such termination (i) and (ii) herein are collectively referred to as the "“Severance Payment"Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without Cause. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this Section 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to Section 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice5).

Termination and Severance. (a) The Term of Employment Period shall terminate automatically on the first to occur of (i) ninety (90) days following written notice by you to the Company of your resignation without Good Reason (it being understood that you will continue to perform your services hereunder during such ninety (90) day period if Employee dies or becomes totally disabled from performing his job responsibilities for a requested, but the Company may terminate your services sooner if it so elects), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period of six provided that the Company does not elect to terminate your employment sooner if it so elects), (6iii) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of your death or Disability, (iv) a vote of the Board of the Company directing such disability. termination for Cause, (bv) The a vote of the Board of the Company may directing such termination without Cause, or (vi) the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at any time, without advance notice, terminate the Term of Employment subject least ninety (90) days prior to the following: (1) then-current Scheduled Expiration Date, either the Company or you shall give written notice to the other of an intention not to extend the Employment Period. In the event of a termination not For Causeof the Employment Period pursuant to clause (ii) or (v) above, Employee the Company shall receive pay to you an amount equal to one hundred fifty percent (i150%) all of your Annual Base Salary and Employee Benefits accrued through as in effect immediately prior to the termination of the Employment Period, such amount to be paid within sixty (60) days of the date of Employee's termination, and such termination (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Company's Board of Directors (items (i) and (ii) herein are collectively referred to as the "“Severance Payment"Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to two hundred ninety-nine percent (299%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid within sixty (60) days of the date of such termination solely in a circumstance in which there has occurred a Change in Control (as defined in the Executive Time Vesting Stock Option Agreement) within three (3) months prior to any termination by you for Good Reason or by the Company without cause. Notwithstanding anything herein in this Agreement to the contrary, on in the date event that payment of Employee's termination not For Causethe Severance Benefit, Employee expressly acknowledges that either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company shall have no further obligation to provide any payments to Employee other than in connection with a Change in Control, would not be deductible (in whole or in part) by the Company as a result of the Severance Payment Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Code, the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefit and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such reduced reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the Change in Control (whose fees and expenses shall be borne by the Company, and such other payments, if any, required under any determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 5 or pursuant to the terms of the Company's employee benefit plans in which you participate pursuant to paragraph 4, you shall not be entitled to any compensation or other payment from the Employee Company in connection with the termination of your employment hereunder. In addition to the Severance Benefit, under circumstances in which the Severance Benefit is participating on payable, you shall also remain eligible to receive group health insurance benefits under the date Company’s benefit plans for one year following the Employee's termination of your employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and so long as such other payments, if any, required under any of the Company's employee benefit plans in which permit such continued participation (or for three years following the Employee is participating on the date the Employee's termination of your employment with the Company is terminated For Cause. (3) All payments made in the event that the enhanced Severance Benefits are payable in connection with a Change in Control pursuant to the third sentence of the first paragraph of this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice5).

Termination and Severance. The benefits provided for the Executive under this Amendment shall be reduced by the salary continuation payments provided under the Offer Letter. It is not intended that the Offer Letter provide any benefits in addition to or duplicative of any benefits which the Executive is eligible to receive under this Amendment. This Amendment shall supersede any and all other prior agreements or arrangements for post-termination benefits and indemnification. (a) The Term In the event the Executive’s employment terminates by the Company for Cause, by the Executive without Good Reason or due to the death or Disability of Employment the Executive, the Company shall terminate automatically if pay to the Executive only his base salary accrued through the last day of his employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee dies shall have been unable to perform his duties by reason of illness or becomes totally disabled from performing incapacity for a period of 120 consecutive days in any period of 52 consecutive weeks, as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law. (b) In the event the Executive’s employment terminates as a result of a voluntary termination by the Executive for Good Reason, or a termination by the Company without Cause, upon execution of an general release of all claims against the Company, its employees, officers, directors and agents, in a form drafted by the Company, the Executive shall: (i) receive his job responsibilities base salary accrued through the last day of his employment with the Company, (ii) receive payments equal to one-half (1/2) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months or more, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of death or such disabilitythis period, the Executive is eligible to continue coverage for the balance of the statutory period under COBRA, provided that the Executive pays the COBRA premium. (bc) The Company may at For purposes of this Amendment, “Good Reason” means that any time, of the following are undertaken without advance notice, terminate the Term of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive Executive’s express written consent: (i) all Base Salary and Employee Benefits accrued through in the date of Employee's terminationExecutive’s title, and authority or responsibility; (ii) one year's Base Salary payable as severance in equal installments based on normal payroll payment dates or sooner any reduction in the discretion Executive’s annual cash compensation; or (iii) a relocation of the Company's Board place of Directors (items (i) and (ii) herein are collectively referred to as the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment and such other payments, if any, required under any of the Company's employee benefit plans in business at which the Employee Executive is participating on principally located to a location more than fifty (50) miles from the date the Employee's employment with the Company is terminated not For Causecurrent principal site. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For Cause. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.

Termination and Severance. (a) The Term Buyer may terminate Employee's employment hereunder at any time for Cause by providing to Employee written notice of termination stating the grounds for termination for "Cause" (defined below). Upon notice of termination of employment for Cause, the Employment shall terminate automatically if Period will immediately end, Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or more, whereupon Employee (or his estate) will not be entitled to all receive any further compensation (whether in the form of Base Salary Salary, bonuses, Extra Salary, Benefits or otherwise) other than (i) accrued but unpaid Base Salary, if any (ii) accrued by unpaid Extra Salary, if any and Employee Benefits which have accrued through (iii) unpaid reimbursable expenses outstanding on the date of death termination, and neither Buyer nor Parent shall have any further obligations whatsoever to Employee. Any Benefits to which the Employee or his beneficiaries may be entitled under the plans and programs described in Section 4(c), or any other applicable plans and programs (including rights under any stock options granted to Employee), shall be determined as of the date of such disabilitytermination by the Board of Directors of Buyer unless the terms of such plans and programs specifically address termination of employment. (b) The Company In the event that Employee voluntarily terminates his employment (other than as set forth in Section 6(c) below), or his employment is terminated as a consequence of his death or disability, the Employment Period will end on the effective date of such termination, provided that (other than for death or disability) Employee shall provide Buyer with thirty (30) days prior written notice of the effective date of any such termination. Following a voluntary termination by Employee for any reason (including death or disability), Employee shall not be entitled to receive any further compensation (whether in the form of Base Salary, bonuses, Extra Salary, Benefits or otherwise) other than (i) accrued but unpaid Base Salary, if any (ii) accrued by unpaid Extra Salary, if any and (iii) unpaid reimbursable expenses outstanding on the date of termination, and neither Buyer nor Parent shall have any further obligations whatsoever to Employee. Any Benefits to which the Employee or his beneficiaries may at be entitled under the plans and programs described in Section 4(d), or any timeother applicable plans and programs (including rights under any stock options granted to Employee), shall be determined as of the date of such termination by the Board of Directors of Buyer unless the terms of such plans and programs specifically address termination of employment. (c) Employee shall be entitled to terminate this Agreement and the Employment Term hereunder in the event that (i) Buyer is in default of a material term of this Agreement (including, without advance noticelimitation, terminate the Term assignment to Employee of Employment subject general duties which are materially inconsistent with the duties set forth in Section 3 or the failure of Buyer or Parent to pay the Employee any Base or Extra Salary when due or to provide any Benefits as required under this Agreement) or (ii) Buyer or Parent fail to make an undisputed Earn-Out payment when due under the provisions of Sections 1.7 and 1.8 of the Purchase Agreement, in any case under (i) or (ii) above, which default or nonpayment remains uncured for a period of 30 days after written notice of such default from Employee to the following:Board of Directors of Buyer and Parent (such notice to specify the specific nature of the claimed default and the manner in which Employee reasonably suggests such default can be cured). (1d) In the event Buyer terminates Employee's employment without "Cause" or Employee terminates his employment pursuant to the provision of a termination not For CauseSection 6(c) above, Employee shall be entitled to continue to receive from Buyer, (i) all his then applicable Base Salary and Employee Extra Salary (if applicable) when otherwise payable and Benefits accrued through the date end of Employee's terminationthe Initial Employment Period or the then current Renewal Period, as the case may be, and (ii) one year's Base Salary payable any unpaid reimbursable expenses outstanding as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Companydate of termination. If Employee is precluded from continuing his participation in any Benefits provided under any employee benefit plan or program, he shall be provided the after-tax equivalent of the Benefits provided under such plan or program in which he is unable to participate for the remainder of the Initial Employment Period or the then current Renewal Period, as the case may be. The economic equivalent of any Benefit under such plan or program foregone shall be deemed to be the lowest cost that would be incurred by Employee in obtaining such Benefit himself on an individual basis. In connection with a termination without Cause or a termination by Employee under Section 6(c), except as provided in this Section 6(d), neither Buyer nor Parent shall have any further obligations whatsoever to Employee. In the event Buyer or Parent fails to pay Employee pursuant to the terms of this Section 6(d) (within 30 days after Employee has delivered written notice to Buyer and Parent of such payment default), the covenants set forth in Section 1 of the Noncompetition Agreement shall cease to have any further force and effect and shall be deemed null and void ab initio. Notwithstanding the foregoing or anything to the contrary contained herein, in any other document or agreement or otherwise, (A) if a termination of Employee's Board of Directors (items (iemployment occurs pursuant to Sections 6(a) or 6(c) and (iiB) herein are collectively referred a dispute arises in connection with such termination which dispute could result in a termination of any provisions of the Noncompetition Agreement pursuant to as the terms hereunder, then such dispute will be submitted to and resolved within 60 days of such submission by a panel of three independent arbitrators chosen pursuant to the rules and regulations of the American Arbitration Association (the "Severance PaymentAAA")) and the matter will be resolved in accordance with the rules promulgated under the AAA; provided, however the Federal Rules of Evidence will govern such proceeding. Notwithstanding anything herein to the contrary, The decision rendered by such arbitration panel shall be final and binding on the date of Employee's termination not For Cause, Employee expressly acknowledges that parties and enforceable in a court. In the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment event such decision is against Buyer or Parent and such other payments, if any, required under otherwise would cause any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any provisions of the Company's employee benefit plans Noncompetition Agreement to terminate, Buyer and Parent shall, have the right to require the provisions set forth in which the Noncompetition Agreement to remain intact and in full force and effect by paying Employee is participating on the date the all amounts (as determined by such arbitration panel) due to Employee's employment with the Company is terminated For Cause. (3) All payments made , pursuant to this Section 5 are subject to the terms hereunder, in connection with such deductions and withholdings as required by law and under Company policy or practicetermination.

Termination and Severance. (a) The Term Buyer may terminate Employee's employment hereunder at any time for Cause by providing to Employee written notice of termination stating the grounds for termination for "Cause" (defined below). Upon notice of termination of employment for Cause, the Employment shall terminate automatically if Period will immediately end, Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or more, whereupon Employee (or his estate) will not be entitled to all receive any further compensation (whether in the form of Base Salary Salary, bonuses, Extra Salary, Benefits or otherwise) other than (i) accrued but unpaid Base Salary, if any (ii) accrued by unpaid Extra Salary, if any and Employee Benefits which have accrued through (iii) unpaid reimbursable expenses outstanding on the date of death termination, and neither Buyer nor Parent shall have any further obligations whatsoever to Employee. Any Benefits to which the Employee or her beneficiaries may be entitled under the plans and programs described in Section 4(c), or any other applicable plans and programs (including rights under any stock options granted to Employee), shall be determined as of the date of such disabilitytermination by the Board of Directors of Buyer unless the terms of such plans and programs specifically address termination of employment. (b) The Company In the event that Employee voluntarily terminates her employment (other than as set forth in Section 6(c) below), or her employment is terminated as a consequence of her death or disability, the Employment Period will end on the effective date of such termination, provided that (other than for death or disability) Employee shall provide Buyer with thirty (30) days prior written notice of the effective date of any such termination. Following a voluntary termination by Employee for any reason (including death or disability), Employee shall not be entitled to receive any further compensation (whether in the form of Base Salary, bonuses, Extra Salary, Benefits or otherwise) other than (i) accrued but unpaid Base Salary, if any (ii) accrued by unpaid Extra Salary, if any and (iii) unpaid reimbursable expenses outstanding on the date of termination, and neither Buyer nor Parent shall have any further obligations whatsoever to Employee. Any Benefits to which the Employee or her beneficiaries may at be entitled under the plans and programs described in Section 4(d), or any timeother applicable plans and programs (including rights under any stock options granted to Employee), shall be determined as of the date of such termination by the Board of Directors of Buyer unless the terms of such plans and programs specifically address termination of employment. (c) Employee shall be entitled to terminate this Agreement and the Employment Term hereunder in the event that (i) Buyer is in default of a material term of this Agreement (including, without advance noticelimitation, terminate the Term assignment to Employee of Employment subject general duties which are materially inconsistent with the duties set forth in Section 3 or the failure of Buyer or Parent to pay the Employee any Base or Extra Salary when due or to provide any Benefits as required under this Agreement) or (ii) Buyer or Parent fail to make an undisputed Earn-Out payment when due under the provisions of Sections 1.7 and 1.8 of the Purchase Agreement, in any case under (i) or (ii) above, which default or nonpayment remains uncured for a period of 30 days after written notice of such default from Employee to the following:Board of Directors of Buyer and Parent (such notice to specify the specific nature of the claimed default and the manner in which Employee reasonably suggests such default can be cured). (1d) In the event Buyer terminates Employee's employment without "Cause" or Employee terminates her employment pursuant to the provision of a termination not For CauseSection 6(c) above, Employee shall be entitled to continue to receive from Buyer, (i) all her then applicable Base Salary and Employee Extra Salary (if applicable) when otherwise payable and Benefits accrued through the date end of Employee's terminationthe Initial Employment Period or the then current Renewal Period, as the case may be, and (ii) one year's Base Salary payable any unpaid reimbursable expenses outstanding as severance in equal installments based on normal payroll payment dates or sooner in the discretion of the Companydate of termination. If Employee is precluded from continuing her participation in any Benefits provided under any employee benefit plan or program, she shall be provided the after-tax equivalent of the Benefits provided under such plan or program in which she is unable to participate for the remainder of the Initial Employment Period or the then current Renewal Period, as the case may be. The economic equivalent of any Benefit under such plan or program foregone shall be deemed to be the lowest cost that would be incurred by Employee in obtaining such Benefit herself on an individual basis. In connection with a termination without Cause or a termination by Employee under Section 6(c), except as provided in this Section 6(d), neither Buyer nor Parent shall have any further obligations whatsoever to Employee. In the event Buyer or Parent fails to pay Employee pursuant to the terms of this Section 6(d) (within 30 days after Employee has delivered written notice to Buyer and Parent of such payment default), the covenants set forth in Section 1 of the Noncompetition Agreement shall cease to have any further force and effect and shall be deemed null and void ab initio. Notwithstanding the foregoing or anything to the contrary contained herein, in any other document or agreement or otherwise, (A) if a termination of Employee's Board of Directors (items (iemployment occurs pursuant to Sections 6(a) or 6(c) and (iiB) herein are collectively referred a dispute arises in connection with such termination which dispute could result in a termination of any provisions of the Noncompetition Agreement pursuant to as the terms hereunder, then such dispute will be submitted to and resolved within 60 days of such submission by a panel of three independent arbitrators chosen pursuant to the rules and regulations of the American Arbitration Association (the "Severance PaymentAAA")) and the matter will be resolved in accordance with the rules promulgated under the AAA; provided, however the Federal Rules of Evidence will govern such proceeding. Notwithstanding anything herein to the contrary, The decision rendered by such arbitration panel shall be final and binding on the date of Employee's termination not For Cause, Employee expressly acknowledges that parties and enforceable in a court. In the Company shall have no further obligation to provide any payments to Employee other than the Severance Payment event such decision is against Buyer or Parent and such other payments, if any, required under otherwise would cause any of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated not For Cause. (2) In the event of a termination For Cause, Employee shall receive all Base Salary and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, if any, required under any provisions of the Company's employee benefit plans Noncompetition Agreement to terminate, Buyer and Parent shall, have the right to require the provisions set forth in which the Noncompetition Agreement to remain intact and in full force and effect by paying Employee is participating on the date the all amounts (as determined by such arbitration panel) due to Employee's employment with the Company is terminated For Cause. (3) All payments made , pursuant to this Section 5 are subject to the terms hereunder, in connection with such deductions and withholdings as required by law and under Company policy or practicetermination.

Termination and Severance. (a) The Term of Employment Period shall end on September17, 2002; provided that (i) the Employment Period shall terminate automatically if Employee dies or becomes totally disabled from performing his job responsibilities for a period of six (6) months or moreprior to such date upon Executive's resignation, whereupon Employee (or his estate) will be entitled to all Base Salary and Employee Benefits which have accrued through the date of death or Permanent Disability or Incapacity and (ii) the Employment Period may be terminated by the Company at any time prior to such disabilitydate for Cause (as defined below) or without Cause. The Employment Period shall be automatically renewed for additional one year periods unless otherwise terminated upon sixty (60) days prior written notice by the Company or the Executive. (b) The If the Employment Period is terminated by the Company may at any timewithout Cause or if Executive resigns for Good Reason prior to September 17, without advance notice2002, terminate Executive shall be entitled to receive immediately upon the Term date of Employment subject to the following: (1) In the event of a termination not For Cause, Employee shall receive termination: (i) all his Base Salary and Employee Benefits health benefits for one hundred eighty (180) days after the date of termination of Executive's employment and (ii) the maximum 2000 Bonus to which Executive would have been entitled had he been employed by the Company through the end of the term of this Agreement and had he met the applicable EBITDA targets, if and only if Executive (x) has not breached the provisions of Sections 5, 6 and 7 hereof, and (y) has executed and delivered to the Company a general release in form and substance satisfactory to the Company. (c) If the Employment Period is terminated by the Company for Cause or Executive resigns without Good Reason, Executive shall be entitled to receive his Base Salary and accrued and unused vacation through the date of Employeetermination. (d) If the Employment Period is terminated by reason of the Executive's terminationdeath or Permanent Disability or Incapacity, and (ii) one year's Executive or his estate or personal representative, as the case may be, shall be entitled to receive his Base Salary payable as severance at the then current rate for three (3) months after the termination and the pro rata portion (based upon the number of days the Executive worked in equal installments based on normal payroll payment dates or sooner in the discretion that year) of the CompanyExecutive's Board of Directors (items (i) and (ii) herein are collectively referred annual bonus to as which the "Severance Payment"). Notwithstanding anything herein to the contrary, on the date of Employee's termination not For Cause, Employee expressly acknowledges that Executive would have been entitled had he been employed by the Company shall have no further obligation to provide any payments to Employee other than through the Severance Payment and such other payments, if any, required under any end of the Company's employee benefit plans year in which the Employee is participating on termination of the date the EmployeeExecutive's employment with occurs. The cash portion of Executive's annual bonus to which Executive would have been entitled but for this Section 3(d) shall be paid to Executive or his estate or personal representative, as the Company is terminated not For Causecase may be. The Option portion of Executive's annual bonus to which Executive would have been entitled but for this Section 3(d) shall be divided equally among ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇. (2e) In the event Except as provided above, all of a termination For Cause, Employee shall receive all Base Salary Executive's rights to fringe benefits and Employee Benefits accrued through the date of Employee's termination. Employee expressly acknowledges that upon Employee's termination For Cause, the Company shall have no further obligation to provide any payments other than accrued but unpaid Base Salary and Employee Benefits and such other payments, bonuses hereunder (if any, required under any ) which accrue or become payable after the termination of the Company's employee benefit plans in which the Employee is participating on the date the Employee's employment with the Company is terminated For CauseEmployment Period shall cease upon such termination. (3) All payments made pursuant to this Section 5 are subject to such deductions and withholdings as required by law and under Company policy or practice.