Common use of Termination by Employee Clause in Contracts

Termination by Employee. (a) Employee may resign from Employee's employment hereunder (whether for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Employee: (ai) for Cause, in which event the Employer shall (1) be required to pay to the Employee a severance benefit equal to (A) if termination is for Cause as defined in Section 1(f)(ii)(1) or Section 1(f)(ii)(3), one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer’s normal payroll practices, or (B) if termination is for Cause as defined in Section 1(f)(ii)(2), one times the Employee’s Annual Base Salary immediately before the reduction in salary and other compensation and benefits giving rise to termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself as provided by the Employer for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Employer may resign from Employee's employment hereunder discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (whether for voluntary retirement the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Employer determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules; or (ii) at any time without Cause or otherwise) upon no less than 30 the Disability of the Employee (provided that the Employee shall give the Employer at least 60 days prior written notice of resignation the Employee’s intent to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwiseterminate), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon which event the effective date of such resignation. Upon retirement, Employee shall not be entitled to all any post-termination compensation or benefits other than such benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation as may be available to the effective date of such resignation. Such payment to be made on Employee under the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan ’s disability insurance policy or policies (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined then in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Employee: (ai) for Cause, in which event the Bank shall (1) be required to pay to the Employee a severance benefit equal to (A) if termination is for Cause as defined in Section 1(f)(ii)(1) or Section 1(f)(ii)(3), one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Bank’s normal payroll practices, or (B) if termination is for Cause as defined in Section 1(f)(ii)(2), one times the Employee’s Annual Base Salary immediately before the reduction in salary and other compensation and benefits giving rise to termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Bank’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself as provided by the Bank for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Bank may resign from Employee's employment hereunder discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (whether for voluntary retirement the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Bank determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules; or (ii) at any time without Cause or otherwise) upon no less than 30 the Disability of the Employee (provided that the Employee shall give the Bank at least 60 days prior written notice of resignation the Employee’s intent to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwiseterminate), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon which event the effective date of such resignation. Upon retirement, Employee shall not be entitled to all any post-termination compensation or benefits other than such benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation as may be available to the effective date of such resignation. Such payment to be made on Employee under the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan Bank’s disability insurance policy or policies (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined then in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. (a) As provided in Section 3, Employee may resign from Employee's employment hereunder (whether for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his ’s employment with Employer during XOMA at any time and for any reason. Employee will not be entitled to any of the term hereof (whether for voluntary retirement or otherwise), except as expressly severance benefits set forth in Section 4.2(b8 if Employee resigns, unless such resignation is for Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment with XOMA if any of the following actions are taken by XOMA without Employee’s prior written consent: (i) belowa material reduction in Employee’s Base Salary, Employer's obligations unless pursuant to pay a salary reduction program applicable generally to XOMA’s senior employees; (ii) a material reduction in Employee’s duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Employee’s new duties are materially reduced from the prior duties; (iii) relocation of Employee’s principal place of employment to a place that increases Employee’s one-way commute by more than thirty (30) miles as compared to Employee’s then-current principal place of employment immediately prior to such relocation, or (iv) any base salaryother material breach of this Agreement, incentive compensation or bonus or including, but not limited to, a breach of Section 12 of this Agreement. In order for Employee to resign for Good Reason, each of the following requirements must be met: (A) Employee must provide written notice to the Board within ninety (90) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for any benefits shall terminate immediately upon the effective date Employee’s resignation, (B) Employee must allow XOMA at least sixty (60) days from receipt of such resignationwritten notice to cure such event, (C) such event is not reasonably cured by XOMA within such sixty (60) day period (the “Cure Period”), and (D) Employee must resign from all positions Employee then holds with XOMA not later than one hundred eighty (180) days following the first occurrence of the event giving rise to Good Reason. Upon retirementIf Employee resigns for Good Reason, Employee shall be entitled to all the severance benefits (if any) provided by Employer set forth in the ordinary course to other Employee officers of Employer at comparable retirement ageSection 8. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. Employee may terminate his employment (a) for Good Reason, in which case he will be entitled to (i) payment of Base Salary, via normal payroll practice, for a period commencing on the date of termination and ending six (6) months thereafter (the “Payment Obligation Period”), provided that the Employee may resign from complies with Employee's employment hereunder ’s continuing obligations to the LLC and the Employee timely executes, returns to the LLC and does not revoke a general release of claims in favor of the LLC and its affiliated and related entities and their current and former officers, directors, employees and agents, in a form and substance reasonably satisfactory to the LLC, which release will be mutual (whether provided, however, that the release in favor of the Employee shall be subject to customary carve outs for voluntary retirement claims arising out of Employee’s bad acts) and will include mutual non-disparagement provisions (subject to customary carve outs for required or otherwiseprotected disclosures) upon no less than 30 days prior notice (the “Mutual Release of resignation to EmployerClaims”), unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective (ii) accrued but unpaid Base Salary due through the date of termination, (iii) for the period commencing on the date of Employee's resignation ’s termination of employment and ending at the end of the Payment Obligation Period or the date when COBRA continuation coverage has expired, whichever is earlier (such period, the “COBRA Coverage Period”), monthly reimbursement by the LLC of premiums for COBRA coverage of Employee (and, to the extent he has family coverage, his family), provided that Employee elects and is eligible for such coverage, and (iv) unreimbursed expenses incurred through the termination date in connection with Section 4.4 above, and all other vested and nonforfeitable compensation and benefits (in each case payable no later than ten (10) days after such termination); provided that the LLC’s obligations under (a)(i) and (iii) shall be as stated contingent upon the Employee’s continued compliance with Employee’s continuing obligations to the LLC and Employee timely executing, returning to the LLC and not revoking the Mutual Release of Claims, or (b) for any reason other than Good Reason, in Employee's which case Employee shall provide the LLC with thirty (30) days’ advance notice of resignation or at Employee’s intent to resign, and Employee will be entitled to payment of any accrued but unpaid Base Salary due through the sole option date of Employertermination, unreimbursed expenses incurred through the termination date in connection with Section 4.4 above, and all other vested and nonforfeitable compensation and benefits (in each case payable no later than ten (10) days after such earlier date as determined termination). “Good Reason” shall mean a reduction by Employer in its sole discretionthe LLC of the Base Salary without Employee’s consent, which is not cured by the LLC within thirty (30) days after notice by the Employee. If Notwithstanding the foregoing, if Employee voluntarily resigns from terminates his employment with Employer during for Good Reason and the term hereof decision to reduce Employee’s Base Salary was made by a decision of the Board without the approval of Board members elected pursuant to the rights of the Principal Stockholder (whether for voluntary retirement or otherwise), except as expressly defined in the Stockholder Agreement) set forth in the Stockholder Agreement (as defined in the Merger Agreement) and/or the rights of the holders of the Class B Common Stock as set forth in the Amended and Restated Certificate of Incorporation of Parent, then in addition to the amounts due to Employee set forth above in this Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement6.2, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's (payable no later than ten (10) days after such termination) equal to 2.5x his then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areaBase Salary.

Termination by Employee. (a) Employee may resign from terminate his employment under this Agreement at any time upon thirty (30) days notice to the Company. Employee's employment hereunder , at the request of the Company and for a period not to exceed such thirty (whether for voluntary retirement or otherwise30) upon no less than 30 days prior notice of resignation as requested by the Company, shall continue to Employer, unless such prior notice is otherwise waived by Employer render his services in its absolute accordance with this Agreement and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at paid his regular salary plus performance bonuses and receive his normal benefits up to the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Termination Date. (b) Employee voluntarily resigns from may terminate his employment with Employer during the term hereof Company under this Agreement at any time for Good Reason (whether for voluntary retirement or otherwiseas defined below), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirementtermination of this Agreement pursuant to this Section 10(b), Employee shall be entitled to all benefits receive, (if anyi) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to Employee’s annual salary accrued and unpaid as of the Termination Date, (ii) a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata rated portion of the annual bonus any and all performance bonuses to which Employee would have earned pursuant to Employer's written bonus incentive plan (if any) been entitled as if Employee had remained employed by Employer Company and achieved all goals and objectives under Section 4(c) for the remainder year as well as the quarter in which such termination occurs, (iii) salary, plus all performance bonuses to which Employee would have been entitled as if Employee had remained employed by Company and achieved all goals and objectives under Section 4(c) and all benefits for a period of six (6) months after the Termination Date, and (iv) continue to provide Employee, at Company expense, with the same medical coverage Employee carried while an active employee for a period of six (6) months after the Termination Date, after which Employee will be eligible under the provisions of COBRA. All of the foregoing shall be payable in accordance with the Company’s then effective payroll schedule applicable calendar year, with such pro rata amount being determined in equal amounts over the course to Employee. The term “Good Reason” means Employee’s resignation as an Employee of the calendar year (for example, 1/12 Company as a result of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a the Company materially violating any of its material adverse change in the nature obligations to Employee under this Agreement or scope of the authoritiesany other agreement with Employee, functions or duties that Employee had as of the Effective Date; (ii) a material adverse substantial change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits Employee’s duties to which Employee was entitled as of the Effective Date; does not consent, (iii) a determination by decrease in Employee’s salary or performance bonuses to which Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directorsdoes not consent, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer Company failing to enter into a new employment agreement with the Employee thirty (30) days prior to the expiration of this Agreement, on terms equal to or greater than the existing agreement. Such termination for Good Reason shall only be effective if Employee gives the Company a minimum of 30 days’ written notice, provided that Employee the occurrence of such violation shall have as his principal location of work any location not occurred within the greater Dallas - Fort Worth, Texas metropolitan area60 days preceding such notice and that the Company shall have failed to cure such violation within 30 days after receipt of such notice.

Termination by Employee. In the event that (ai) Employee may resign from the Company terminates Employee's employment hereunder for any reason (whether for voluntary retirement other than because of death, Disability, or otherwise"just cause" (as hereinafter defined)) upon no less than 30 days prior notice within one (1) year following a Change of resignation to EmployerControl (as hereinafter defined), unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If (ii) Employee voluntarily resigns from terminates his employment with Employer during the term hereof Company because of the Company's material breach of this Agreement, (whether for voluntary retirement iii) Employee's Base Salary, as in effect on the Effective Date or otherwiseas the same may be increased from time to time, is reduced (unless such reduction is permitted by this Agreement), or (iv) the Company's principal executive offices are relocated to a location outside the Base Employment Area or the Company requires Employee to be based anywhere other than the Company's principal executive offices (except as expressly set forth in Section 4.2(bfor required travel on the Company's business) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age.then: (b1) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer Company shall pay Employee an amount equal to within ten (10) days following the date his employment with the company is so terminated ("Employee Termination Date") as severance pay a lump sum payment equal to the sum of (A) the aggregate amount of the future Base Salary payments Employee would have received if he continued in the amount employ of 25% of the Company until twelve (12) months following the Employee Termination Date and (B) Employee's projected bonus for the year in which the Employee Termination Date occurs, which shall be computed assuming that Employee had remained in the Company's employ until the end of that year and that all performance goals or other performance measures have been met at the then current base salary annualized, less level for the amount remainder of base salary that year. The payment required by clause (A) shall be calculated at the highest rate of Base Salary paid to Employee at any time under this Agreement with such payments discounted to present value at a discount rate equal to one percent (1%) above the per annum one-year Treasury ▇▇▇▇ rate, as published in the Eastern Edition of the Wall Street Journal, on the Employee Termination Date (or the next preceding date on which such rate is published), applied to each such future payment from the date of notice of resignation time it would have become payable to the effective date Employee receives payment, and (2) all unvested stock options provided for under the terms of such resignation. Such payment to be made the existing employment agreement shall immediately vest on the effective Employee Termination Date and the exercise period for such options shall be extended to the latest date of resignation. In addition, on which such options could have been exercised if the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder Company through the original term as provided in paragraph 3(a) above. No termination of employment pursuant to this Section 6(c) shall operate to prohibit Employee from negotiating and entering into a new employment contract with the applicable calendar year, with Company or such pro rata amount being determined entity as survives the Change in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areaControl.

Termination by Employee. Employee may terminate this Agreement, at any time by giving at least sixty (60) days' written notice to Corporation of his intention to terminate his employment; (1) in the event such termination by Employee shall be without "good reason" (as defined in paragraph 18 hereof) and with a bona fide intent to retire or to work or engage in a business or activity which is not in competition with Corporation or any of its subsidiaries or affiliates, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder his base salary due him under paragraph 5 of this Agreement up to the termination date stated in said written notice; (whether b) pay Employee any performance bonus compensation due him under paragraph 7 of this Agreement for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer the period ending on the termination date stated in its absolute and sole discretionsaid written notice. The effective date amount of Employee's resignation such performance bonus, if any shall be as stated calculated on a prorata basis, using the number of days Employee was actually employed by Corporation during such year of termination; and the amount so calculated shall be paid to Employee within a reasonable time after the end of Corporation's fiscal year in which Employee's notice of resignation or termination is given; (c) continue to honor all stock options, subject to the terms thereof, granted to Employee which are fully vested prior to the termination date stated in said written notice; (d) pay Employee, and if elected by Employee, his spouse such retirement benefits as are provided for in the Supplemental Executive Retirement Plan (SERP) under paragraph 9 hereof, said benefits to commence at such time as provided for under the sole option Retirement Plan. For purposes of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirementthis subparagraph, Employee shall continue to accrue "credited service" as Employee under the Supplemental Executive Retirement Plan (SERP) up through the termination date stated in said notice. (2) In the event such termination by Employee shall be entitled for "good reason" (as defined in paragraph 18 hereof), the Corporation shall be obligated to all provide Employee with the payments, benefits and rights specified in subparagraphs A.(2)(a)-(d) of this paragraph 13 hereof. (3) In the event such termination by Employee shall be without "good reason" (as defined in paragraph 18 hereof) and with the intention or purpose to work or invest, directly or indirectly, in a business or activity which is in competition, directly or indirectly, with Corporation or any of its subsidiaries or affiliates or, irrespective of Employee's intention at the time of his termination, if anyEmployee shall violate his covenant not to compete under paragraph 15 or the requirements of paragraph 16, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee under this Agreement except as herein provided in this subparagraph. (a) provided by Employer Subject to Corporation's rights under paragraphs 15 and 16, Corporation shall pay Employee his base salary due him under paragraph 5 of this Agreement up to the termination date stated in the ordinary course to other Employee officers of Employer at comparable retirement age.said written notice; (b) If Employee resigns from EmployeeSubject to Corporation's employment hereunder in accordance with Section 4.2(a) above rights under paragraphs 15 and at 16 hereof, Corporation shall continue to honor all stock options, subject to the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such eventterms thereof, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid granted to Employee from the date of notice of resignation which are fully vested prior to the effective termination date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's stated in said written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Datenotice; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. Employee may terminate his employment (a) for Good Reason, in which case he will be entitled to (i) payment of Base Salary, via normal payroll practice, for a period commencing on the date of termination and ending six (6) months thereafter (the “Payment Obligation Period”), provided that the Employee may resign from complies with Employee's employment hereunder ’s continuing obligations to the LLC and the Employee timely executes, returns to the LLC and does not revoke a general release of claims in favor of the LLC and its affiliated and related entities and their current and former officers, directors, employees and agents, in a form and substance reasonably satisfactory to the LLC, which release will be mutual (whether provided, however, that the release in favor of the Employee shall be subject to customary carve outs for voluntary retirement claims arising out of Employee’s bad acts) and will include mutual non-disparagement provisions (subject to customary carve outs for required or otherwiseprotected disclosures) upon no less than 30 days prior notice (the “Mutual Release of resignation to EmployerClaims”), unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective (ii) accrued but unpaid Base Salary due through the date of termination, (iii) for the period commencing on the date of Employee's resignation ’s termination of employment and ending at the end of the Payment Obligation Period or the date when COBRA continuation coverage has expired, whichever is earlier (such period, the “COBRA Coverage Period”), monthly reimbursement by the Company of premiums for COBRA coverage of Employee (and, to the extent he has family coverage, his family), provided that Employee elects and is eligible for such coverage, and (iv) unreimbursed expenses incurred through the termination date in connection with Section 4.4 above, and all other vested and nonforfeitable compensation and benefits (in each case payable no later than ten (10) days after such termination); provided that the LLC’s obligations under (a)(i) and (iii) shall be as stated contingent upon the Employee’s continued compliance with Employee’s continuing obligations to the LLC and Employee timely executing, returning to the LLC and not revoking the Mutual Release of Claims, or (b) for any reason other than Good Reason, in Employee's which case Employee shall provide the LLC with thirty (30) days’ advance notice of resignation or at the sole option of EmployerEmployee’s intent to resign, such earlier date as determined by Employer in its sole discretion. If and Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall will be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers payment of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from any accrued but unpaid Base Salary due through the date of notice of resignation to termination, unreimbursed expenses incurred through the effective termination date of in connection with Section 4.4 above, and all other vested and nonforfeitable compensation and benefits (in each case payable no later than ten (10) days after such resignationtermination). Such payment to be made on “Good Reason” shall mean a reduction by the effective date of resignation. In addition, the Employer will pay the pro rata portion LLC of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan Base Salary without Employee’s consent, which is not cured by the LLC within thirty (if any30) if Employee had remained employed days after notice by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areaEmployee.

Termination by Employee. (a) The Employee may resign from Employee's employment hereunder (whether for voluntary retirement or otherwise) upon no shall at all times have the right, by written notice not less than 30 days prior notice to the termination date, to terminate the Term of resignation to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement ageEmployment. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one Upon termination of the following events has continued for at least 30 consecutive days after Term of Employment pursuant to this Section 5.5 by the Employee has notified Employer in writing of without Good Reason (as defined below), the occurrence of such event, Employer shall Company shall: (i) pay to the Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from any unpaid Base Salary through the date of notice termination of resignation the Term of Employment specified in such notice; and (ii) pay to the effective Employee the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of such resignationtermination of the Term of Employment. Such payment Upon any termination effected and compensated pursuant to be made on this Section 5.5(b), the effective Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of resignation. In additiontermination, subject, however, to the provisions of Section 4.1). (c) Upon termination of the Term of Employment pursuant to this Section 5.5 by the Employee for Good Reason, the Employer will Company shall pay to the pro rata portion of Employee the annual bonus Employee same amounts, and shall continue or compensate for Benefits in the same amounts, that would have earned been payable or provided by the Company to the Employee under Section 5.4 of this Agreement if the Term of Employment had been terminated by the Company without Cause. Upon any termination effected and compensated pursuant to Employer's written bonus incentive plan this Section 5.5(c), the Company shall have no further liability hereunder (if anyother than under Section 4.8 and for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1). (d) if Employee had remained employed by Employer for the remainder For purposes of the applicable calendar yearthis Agreement, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: “Good Reason” shall mean (i) the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position, authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a material adverse change diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the nature or scope Company promptly after receipt of notice thereof given by the authorities, functions or duties that Employee had as of the Effective Date; Employee; (ii) a material adverse change in any failure by the calculation (but not the amount) of Company to comply with any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; provisions of Article 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Employee; (iii) a determination by the Company’s requiring the Employee made in good faith that as a result to be based at any office or location outside of a change in circumstances significantly affecting his positionthe Orlando metropolitan area, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered except for travel reasonably required in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or Employee’s responsibilities; and (iv) any purported termination by the requirement Company of the Employee’s employment otherwise than for Cause pursuant to Section 5.1, or by Employer that Employee have as his principal location reason of work any location not within the greater Dallas - Fort WorthEmployee’s disability pursuant to Section 5.2 of this Agreement, Texas metropolitan areaprior to the Expiration Date.

Termination by Employee. Employee may terminate this Agreement at any time by giving at least sixty (60) days’ written notice to Corporation of his intention to terminate his employment; (1) in the event such termination by Employee shall be without “good reason” (as defined in Paragraph 18 hereof) and with a bona fide intent either (i) to retire or (ii) not to work in, or engage in a business or activity that would be in a Competing Business (as defined in Paragraph 15) that would violate the covenant against competition as set forth in Paragraph 15, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder (whether for voluntary retirement or otherwise) upon no less than 30 days prior notice his base salary due him under Paragraph 5 of resignation this Agreement up to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age.Actual Termination Date; (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in any performance bonus compensation due him under Paragraph 7 of this Agreement for the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment to be made period ending on the effective earlier of (i) the termination date of resignation. In additionstated in such written notice, or (ii) the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course last day of the calendar year (for examplein which written notice of termination is provided. The amount of said bonus, 1/12 if any, will be paid to Employee pursuant to the terms and customary operations of the Management Incentive Program (or other applicable bonus for each month program) except that Employee’s performance will be deemed at target while actual performance of Corporation will be applied, and will be calculated on a pro rata basis, using the number of days Employee was actually employed by Corporation during the applicable bonus yearcalendar year in which Employee provides such written notice of termination, subject to Employee’s timely execution and non-revocation of a release as provided in subparagraph G of this Paragraph 13; (c) continue to honor all Equity Awards, subject to the terms thereof, which have been granted to Employee and such amount being paid are fully vested prior to the termination date stated in said written notice; (d) pay Employee retirement benefits as are provided for in the ordinary course consistent EDCP. (2) In the event such termination by Employee shall be for “good reason” (as defined in Paragraph 18 hereof), and if Employee timely signs and does not revoke a release as provided in subparagraph G of this Paragraph 13, Corporation shall be obligated to provide Employee with Employer's practice]. Such events include:the payments, benefits and rights in a manner, at such times and in such forms as specified in subparagraphs A(2)(a)-(d) of this Paragraph 13. (3) In the event (i) a material adverse change such termination by Employee shall be without “good reason” (as defined in Paragraph 18 hereof) and (ii) Corporation determines that Employee’s post-employment activities violate, or will be in violation of, the nature Covenants of Paragraphs 15 and/or 16, then Corporation shall not be obligated to make or scope provide any further payments or benefits to Employee under this Agreement except as herein provided in this subparagraph. (a) subject to Corporation’s rights under Paragraphs 15 and 16, Corporation shall pay Employee his base salary due him under Paragraph 5 of the authorities, functions or duties that Employee had as of the Effective this Agreement up to his Actual Termination Date; (iib) a material adverse change Subject to Corporation’s rights under Paragraphs 15 and 16 hereof, Corporation shall continue to honor all Equity Awards, subject to the terms thereof, which have been granted to Employee and are fully vested prior to the termination date stated in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areasaid written notice.

Termination by Employee. Employee may terminate Employee’s employment hereunder upon thirty (30) days’ prior written notice to Employer. If Employee terminates his employment other than for (a) Employee may resign from death, (b) disability, (c) failure of Employer to pay Employee's employment hereunder ’s compensation when due, (whether for voluntary retirement or otherwised) upon no less than 30 days prior notice an uncured default of resignation to Employer, unless such prior notice is otherwise waived this Agreement by Employer in its absolute following written notice to Employer and sole discretion. The effective date of Employee's resignation shall be as stated a reasonable opportunity for Employer to cure, or (e) material reductions in Employee's notice ’s duties and responsibilities without his consent, and (f) a change of resignation or at the sole option control of EmployerEmployer other than through a public offering, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations shall have no right to pay receive any base salary, incentive compensation or bonus benefit hereunder or provide for otherwise from Employer or any benefits shall terminate immediately upon member of the Employer Group on and after the effective date of such resignationtermination of employment other than (1) unpaid Base Salary earned to the date of termination of employment (which shall be paid on Employer’s next scheduled payroll date), (2) expense reimbursement pursuant to Section 3(e), and (3) benefits provided pursuant to Section 3(c), subject to the terms and conditions applicable thereto. Upon retirementIn the event that Employee terminates this Agreement as a result of Sections 12(c),(d),(e) or (f), Employee shall be entitled have no right to all benefits (if any) provided by receive any compensation or benefit hereunder or otherwise from Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one or any member of the following events has continued for at least 30 consecutive days Employer Group on and after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment termination of employment other than (1) unpaid Base Salary earned to be made on the effective date of resignation. In additiontermination of employment (which shall be paid on Employer’s next scheduled payroll date), the Employer will pay the pro rata portion of the annual (2) any earned but unpaid bonus then payable to Employee would have earned (which shall be paid on Employer’s next scheduled payroll date), (3) expense reimbursement pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus yearSection 3(d) and such amount being paid in (e), (4) benefits provided pursuant to Section 3, subject to the ordinary course consistent with Employer's practice]. Such events include: terms and conditions applicable thereto, and (i5) a material adverse change in the nature or scope twelve (12) months of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areaBase Salary.

Termination by Employee. (a) Employee may resign from terminate this Agreement and Employee's ’s employment hereunder with or without Good Reason (whether for voluntary retirement or otherwiseas defined below) upon no less than 30 by giving thirty (30) days prior written notice of resignation termination to Employer; provided, unless such prior notice is otherwise waived by however, that Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in reserves the right to accept Employee's notice of resignation termination and to accelerate such notice and make Employee's termination effective immediately, or at the sole option on any other date prior to Employee's intended last day of Employer, such earlier date work as determined Employer deems appropriate. Except with respect to actions by Employer in (or its sole discretion. If Employee voluntarily resigns from his employment with Employer successor) occurring during the term hereof period beginning six (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b6) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation months prior to the effective date of such resignation. Such payment to be made on a Change in Control and ending eighteen (18) months after the effective date Change in Control (in which case the definition of resignation. In addition“Good Reason” set forth in Section 4.02(D)(iii) below shall control), the “Good Reason” means Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar yearshall, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: without Employee’s consent (i) a material adverse change in the nature assign to Employee any duties inconsistent with Employee’s positions (including offices, titles, and reporting requirements), authority, duties or scope of the authoritiesresponsibilities with Employer, functions or duties that Employee had as of the Effective Date; (ii) remove Employee from, or fail to re-elect or appoint Employee to, any duties or positions with Employer or any of its affiliates that were assigned or held by Employee immediately after the Commencement Date, except that (a) provided that Employee has been nominated or re-nominated by the Board (or a material adverse committee thereof with the power to so nominate or re-nominate) to a position on the Board, the failure of the shareholders to elect Employee to a position on the Board shall not constitute “Good Reason,” and (b) a nominal change in Employee’s title that is merely descriptive and does not affect rank or status shall not constitute “Good Reason,” (iii) reduce Employee’s annual Base Salary as in effect immediately after the calculation Commencement Date or as Employee’s annual Base Salary may be increased from time to time thereafter, (iv) fail to continue to provide Employee with benefits substantially similar to those enjoyed by Employee under any of Employer’s employee benefits plans, policies, programs and arrangements, including, but not the amount) of any annual bonus limited to, life insurance, medical, dental, health, hospital, accident or a significant reduction disability plans, in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as a participant immediately after the Commencement Date, unless such benefits changes are applicable with respect to all executive level employees, (v) fail to continue to provide Employee with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) (a) that are both commensurate with Employee’s responsibilities to and position with Employer immediately after the Commencement Date and not materially dissimilar to the office space, related facilities and support personnel provided to other employees of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of DirectorsEmployer having comparable responsibility to Employee, or of other events of material effect, he has been rendered substantially unable to carry out(b) that are physically located at Employer’s principal executive offices, or has been substantially hindered in (vi) require Employee to be relocated to an office that will require Employee to commute more than 25 miles more each way than Employee commutes immediately prior to the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan arearelocation.

Termination by Employee. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Employee: (ai) for Cause, in which event the Employer shall (1) be required to pay to the Employee a severance benefit equal to (A) if termination is for Cause as defined in Section l(f)(ii)(1) or Section l(f)(ii)(3), one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer’s normal payroll practices, or (B) if termination is for Cause as defined in Section 1(1)(ii)(2), one times the Employee’s Annual Base Salary immediately before the reduction in salary and other compensation and benefits giving rise to termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself as provided by the Employer for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Employer may resign from Employee's employment hereunder discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (whether for voluntary retirement the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Employer determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules; or (ii) at any time without Cause or otherwise) upon no less than 30 the Disability of the Employee (provided that the Employee shall give the Employer at least 60 days prior written notice of resignation the Employee’s intent to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwiseterminate), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon which event the effective date of such resignation. Upon retirement, Employee shall not be entitled to all any post-termination compensation or benefits other than such benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation as may be available to the effective date of such resignation. Such payment to be made on Employee under the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan ’s disability insurance policy or policies (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined then in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. a. The Employee shall at all times have the right, upon ninety (a90) days written notice to the Corporation, to terminate the Term of Employment. b. Upon termination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Employee may resign from Employee's employment hereunder without Good Reason, the Corporation shall (whether for voluntary retirement or otherwisei) upon no less than 30 days prior notice of resignation pay to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon unpaid Base Salary through the effective date of termination specified in such resignationnotice and (ii) pay to the Employee his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Employee’s employment with the Corporation. The Corporation shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused, paid personal days that have accumulated during the calendar year in which such termination occurs). c. Upon retirementtermination of the Term of Employment pursuant to this Section 5.5 (that is not a termination under Section 5.6) by the Employee for Good Reason, the Corporation shall pay to the Employee the same amounts that would have been payable by the Corporation to the Employee under Section 5.4 of this Agreement if the Term of Employment had been terminated by the Corporation without Cause. The Corporation shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused, paid personal days that have accumulated during the calendar year in which such termination occurs). a. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Employee of duties substantially inconsistent with the Employee's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Corporation which results in a substantial diminution in such position, authority, duties or responsibilities, provided that, in order to claim relief under this Section, Employee shall be entitled must (1) give Corporation written notice of such Good Reason and (2) allow Corporation 15 days to all benefits cure following notice of same from Employee; (if anyii) any failure by the Corporation to comply with any of the provisions of Article 3 of this Agreement, provided that, in order to claim relief under this Section, Employee must (1) give Corporation written notice of such Good Reason and (2) allow Corporation 15 days to cure following notice of same from Employee; (iii) any purported termination by Employer in the ordinary course to other Employee officers Corporation of Employer at comparable retirement age. (b) If Employee resigns from the Employee's employment hereunder in accordance with otherwise than for Cause pursuant to Section 4.2(a) above and at the time of such resignation at least one 5.1, or by reason of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing Employee’s disability pursuant to Section 5.2 of the occurrence of such eventthis Agreement, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation prior to the effective date of such resignationExpiration Date. Such payment to be made on the effective date of resignationA change in job title or reporting lines will not alone qualify as Good Reason. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant with regard to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) above, a material adverse change diminution in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his such position, changes in the composition authority, duties or policies responsibilities for reasons of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location Cause shall not within the greater Dallas - Fort Worth, Texas metropolitan areaconstitute Good Reason.

Termination by Employee. (a) Employee may resign from recognizes and accepts that Employee's employment hereunder (whether ’s promise to work for voluntary retirement or otherwise) upon no less than 30 days prior notice the University for the entire term of resignation to Employer, unless such prior notice this multi-year Agreement is otherwise waived by Employer in its absolute and sole discretionthe essence of this Agreement with the University. The effective date of Employee's resignation shall be as stated Employee also recognizes that the University is making a highly valuable investment in Employee's notice of resignation ’s continued employment by entering into this Agreement and that its investment would be lost were Employee to resign or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his otherwise terminate Employee’s employment with Employer during the term hereof (whether for voluntary retirement or otherwise)University as Women’s Volleyball Head Coach prior to fulfilling the terms of this Agreement. While recognizing these agreements and this entire Agreement, except as expressly set forth in Section 4.2(b) belowthe parties agree that Employee may, Employer's obligations nevertheless, voluntarily terminate Employee’s employment under this Agreement prior to pay any base salaryits normal expiration, incentive compensation or bonus or provide for any benefits shall terminate immediately but only upon the effective date following terms and conditions: (1.) Should another coaching opportunity be presented to Employee or should Employee be interested in another coaching position or senior administrator position during this Agreement, Employee must notify the University’s Vice President/Director of Intercollegiate Athletics and Recreation of such resignation. Upon retirement, opportunity or interest in writing before any discussions can be held by Employee shall be entitled to all benefits (if any) provided by Employer in and/or any individual or entity acting on behalf of the ordinary course to other Employee officers of Employer at comparable retirement agewith the anticipated coaching position or senior administrator position principals. (b2.) If Employee accepts another coaching (collegiate or professional) or senior administrator position (“Position”) before the completion of the Term, the University would sustain losses or incur expenses including, but not limited to, the cost of a search for Employee’s replacement, a loss to the continuity and/or success of the Women’s Volleyball program, and a loss to the program’s reputation. It is acknowledged that it is difficult, if not impossible, to determine the exact actual damages and, therefore, the parties agree that should the Employee terminate this Agreement at any time prior to January 3, 2027, while the Employee is Women’s VolleyballHead Coach to accept another Position, Employee will without further terms or conditions personally pay or cause to be paid by another on Employee’s behalf in lump sum without delay within ninety (90) days of Employee’s resignation effective date to the University a sum equal to the applicable amount specified below in (3). This payment will uncontestably and indisputably be as liquidated damages, in lieu of all other damages, and not as a penalty. (3.) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above ’s position as the University’s Women’s Volleyball Head Coach to accept another Position, Employee must inform that institution or organization of this provision and at the Employee’s one-time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation payable to the effective date of University would be as follows: • If Employee accepts another position between January 4, 2024 – January 3, 2025: $30,000 • If Employee accepts another position between January 4, 2025– January 3, 2026: $15,000 • If Employee accepts another Position between January 4, 2026 and January 3, 2027:$0 Once paid, such resignationpayment shall constitute University’s sole compensation and remedy. Such payment The University agrees to be made on the effective date of resignationwaive and ▇▇▇▇▇▇ does waive any claim to punitive damages. In addition, the Employer will pay University agrees that the pro rata portion of Employee shall be permitted to terminate this Agreement upon written notice to the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid University in the ordinary course consistent with Employer's practice]event the University materially breaches this Agreement and fails to cure such material breach within a reasonable period of time. Such events include:In such an instance, no liquidated damages or other damages shall be payable by Employee whatsoever. (i4.) It is agreed that the provisions in this paragraph and elsewhere in this Agreement are fair and equitable and shall be considered neither a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) penalty nor a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areapunishment.

Termination by Employee. Employee may terminate this Agreement, at any time by giving at least sixty (60) days’ written notice to Corporation of his intention to terminate his employment; (1) in the event such termination by Employee shall be without “good reason” (as defined in paragraph 19 hereof) and with a bona fide intent to retire or to work or engage in a business or activity which is not in competition with Corporation or any of its subsidiaries or affiliates, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder (whether for voluntary retirement or otherwise) upon no less than 30 days prior notice his base salary due him under paragraph 5 of resignation this Agreement up to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective the termination date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age.said written notice; (b) If pay Employee resigns from any performance bonus compensation due him under paragraph 7 of this Agreement for the period ending on the termination date stated in said written notice. The amount of such performance bonus, if any shall be calculated on a prorata basis, using the number of days Employee was actually employed by Corporation during such year of termination; and the amount so calculated shall be paid to Employee within a reasonable time after the end of Corporation’s fiscal year in which Employee's employment hereunder ’s notice of termination is given; (c) continue to honor all stock options, subject to the terms thereof, granted to Employee which are fully vested prior to the termination date stated in accordance said written notice. (2) In the event such termination by Employee shall be for “good reason” (as defined in paragraph 18 hereof), the Corporation shall be obligated to provide Employee with Section 4.2(athe payments, benefits and rights specified in subparagraphs A.(2) above (a)-(c) of this paragraph 14 hereof. (3) In the event such termination by Employee shall be without “good reason” (as defined in paragraph 18 hereof) and with the intention or purpose to work or invest, directly or indirectly, in a business or activity which is in competition, directly or indirectly, with Corporation or any of its subsidiaries or affiliates or, irrespective of Employee’s intention at the time of such resignation at least one his termination, if Employee shall violate his covenant not to compete under paragraph 16 or the requirements of the following events has continued for at least 30 consecutive days after paragraph 17, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee has notified Employer under this Agreement except as herein provided in writing of the occurrence of such eventthis subparagraph. (a) Subject to Corporation’s rights under paragraphs 16 and 17, Employer Corporation shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current his base salary annualized, less the amount due him under paragraph 5 of base salary paid to Employee from the date of notice of resignation this Agreement up to the effective termination date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's stated in said written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Datenotice; (iib) a material adverse change Subject to Corporation’s rights under paragraphs 16 and 17 hereof, Corporation shall continue to honor all stock options, subject to the terms thereof, granted to Employee which are fully vested prior to the termination date stated in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Datesaid written notice; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. 8.1 The Employee may terminate his employment hereunder if (a) during the first twelve months after the date hereof, Esquire Communications Ltd. ("Esquire") shall be in default in the payment of principal or accrued interest on the promissory note dated the date hereof in the original principal amount of $2,512,700 (the "Note") and such default remains uncured for a period of at least 180 days or (b) subsequent to the first anniversary of the date hereof Esquire shall be in default in the payment of principal or accrued interest on the Note and such default remains uncured for a period of at least 60 days. Upon such termination, the provisions of Section 10 shall be terminated and of no further force or effect. 8.2 The Employee may resign from terminate this Agreement and his employment hereunder for the following reasons: (a) Without Employee's express written consent, the assignment to Employee of any duties which would constitute a material reduction in Employee's authority or responsibilities as contemplated by Section 2 hereof; (b) Failure by the Corporation to comply with any material provision of Section 3 hereof, which is not remedied by the Corporation promptly after receipt of notice thereof given by the Employee; (c) The Corporation's requiring Employee to be based at any office or location outside of Orange County, California, except for travel assignments which are reasonably required for the full discharge of Employee's responsibilities; or (d) Any termination by the Corporation of Employee's employment hereunder (whether otherwise than as permitted by this Agreement. 8.3 If the Employee terminates this Agreement for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly reasons set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation 8.1 or bonus 8.2 hereof or provide for any benefits shall terminate immediately upon if the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Corporation terminates Employee's employment hereunder other than for Cause or disability, the Corporation shall be obligated to make payments to Employee equal to Employee's salary in effect at the date of termination for the balance of the term of this Agreement, without limitation to any other rights to which Employee my be entitled as a matter of law. Notwithstanding the foregoing, the amounts Employee is entitled to receive pursuant to this Section 8.3 shall be reduced by the amount of any compensation which Employee may receive, in respect of the period covered by this Section 8.3 from any company or other entity engaged in the court reporting business which is in direct competition with the Corporation or any of its subsidiaries, regardless of whether such compensation is received as an employee, consultant or otherwise. Termination of this Agreement by Employee for the reasons set forth in Sections 8.1 or 8.2 shall not impair or in any other way adversely affect the right to enforce his rights under the Note. 8.4 Any termination by the Corporation for Cause or for disability or by the Employee for the reasons set forth in Section 8.1 or 8.2 shall be communicated by Notice of Termination to the other party given in accordance with Section 4.2(a12 hereof. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) above indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and at the time of such resignation at least one circumstances claimed to provide a basis for termination of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less employment under the amount of base salary paid to Employee from provision so indicated and (iii) if the termination date is other than the date of notice receipt of resignation to the effective notice, specified the termination date of this Agreement (which date shall not be more than 15 days after the giving of such resignationnotice). Such payment to be made on "Date of Termination" means the effective date of resignation. In addition, the Employer will pay the pro rata portion receipt of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for Notice of Termination or the remainder of date specified therein, as the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]case may be. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area9.

Termination by Employee. (a) Employee may resign from During the Term, the Employee's employment, and this Agreement, may be terminated by the Employee: (i) for Cause, in which event the Employer shall (1) be required to pay to the Employee a severance benefit equal to (A) if termination is for Cause as defined in Section 1(f)(ii)(1) or Section 1(f)(ii)(3), one times the Employee's Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer's normal payroll practices, or (B) if termination is for Cause as defined in Section 1(f)(ii)(2), one times the Employee's Annual Base Salary immediately before the reduction in salary and other compensation and benefits giving rise to termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer's normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee's then-existing health insurance for himself as provided by the Employer for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment hereunder providing health insurance coverage, provided that the Employer may discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (whether for voluntary retirement the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Employer determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules; or (ii) at any time without Cause or otherwise) upon no less than 30 the Disability of the Employee (provided that the Employee shall give the Employer at least 60 days prior written notice of resignation to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of the Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwiseintent to terminate), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon which event the effective date of such resignation. Upon retirement, Employee shall not be entitled to all any post-termination compensation or benefits other than such benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation as may be available to the effective date of such resignation. Such payment to be made on Employee under the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan disability insurance policy or policies (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined then in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Employee: (ai) for Cause, in which event the Bank shall (1) be required to pay to the Employee a severance benefit equal to (A) if termination is for Cause as defined in Section 1(f)(ii)(1) or Section 1(f)(ii)(3), one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Bank’s normal payroll practices, or (B) if termination is for Cause as defined in Section 1(f)(ii)(2), one times the Employee’s Annual Base Salary immediately before the reduction in salary and other compensation and benefits giving rise to termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Bank’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for herself as provided by the Bank for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Bank may resign from Employee's employment hereunder discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (whether for voluntary retirement the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Bank determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules; or (ii) at any time without Cause or otherwise) upon no less than 30 the Disability of the Employee (provided that the Employee shall give the Bank at least 60 days prior written notice of resignation the Employee’s intent to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwiseterminate), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon which event the effective date of such resignation. Upon retirement, Employee shall not be entitled to all any post-termination compensation or benefits other than such benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation as may be available to the effective date of such resignation. Such payment to be made on Employee under the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan Bank’s disability insurance policy or policies (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined then in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. (a) The Employee may resign from terminate this Agreement and the Employee's employment hereunder with the Company at any time with or without Cause by Employee (as such term is defined below), by written notice to the Company. Such written notice shall specify whether for voluntary retirement the termination is with or otherwise) upon no less than 30 days prior without Cause by Employee and if such termination is with Cause by Employee the notice of resignation shall specify in reasonable detail the underlying failure or breach giving rise to Employer, unless such prior notice is otherwise waived termination with Cause by Employer in its absolute Employee. If the Employee terminates this Agreement and sole discretion. The effective date of the Employee's resignation employment with the Company without Cause by Employee, the Employee shall not be as stated entitled to receive any of the Bonuses provided for in Section 2. If, however, the Employee terminates the Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer the Company with Cause by Employee (other than a Change in Control Termination) during the term hereof First Six Month Period or Second Six Month Period, the Company shall immediately pay the Employee an amount equal to the product obtained by multiplying (whether for voluntary retirement x) the amount of the Employee's Base Salary earned during the calendar month immediately preceding the month in which the Employee's employment is terminated with Cause by Employee, by (y) twelve (12) if such termination occurs during the First Six Month Period, or otherwise)by six (6) if such termination occurs during the Second Six Month Period, except as expressly set forth in Section 4.2(bless withholding taxes, other normal payroll taxes and any other amounts required by law to be withheld from such payment, within thirty (30) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon days after the effective date of such resignationtermination, provided that (i) the Employee remains continuously employed with the Company until the date the Employee's employment is terminated with Cause by Employee, and (ii) the Employee complies fully with the terms of this Agreement and any other current or future agreement between the Employee and the Company. Upon retirement, Employee The payment provided for in the immediately preceding sentence shall be entitled in lieu of and not in addition to all benefits (A) the Stay Bonuses if anythe date the Employee's employment is terminated with Cause by Employee occurs during the First Six Month Period, (B) the Second Stay Bonus if such date occurs during the Second Six Month Period and (C) any of the other Bonuses or payments provided by Employer for in the ordinary course to other Employee officers of Employer at comparable retirement agethis Agreement. (b) If Employee resigns from The term "Cause by Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer " shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events includemean: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. Employee may terminate this Agreement, at any time by giving at least sixty (60) days' written notice to Corporation of his intention to terminate his employment; (1) in the event such termination by Employee shall be without "good reason" (as defined in paragraph 19 hereof) and with a bona fide intent to retire or to work or engage in a business or activity which is not in competition with Corporation or any of its subsidiaries or affiliates, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder his base salary due him under paragraph 5 of this Agreement up to the termination date stated in said written notice; (whether b) pay Employee any performance bonus compensation due him under paragraph 7 of this Agreement for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer the period ending on the termination date stated in its absolute and sole discretionsaid written notice. The effective date amount of Employee's resignation such performance bonus, if any shall be as stated calculated on a prorata basis, using the number of days Employee was actually employed by Corporation during such year of termination; and the amount so calculated shall be paid to Employee within a reasonable time after the end of Corporation's fiscal year in which Employee's notice of resignation or at termination is given; (c) continue to honor all stock options, subject to the sole option of Employerterms thereof, granted to Employee which are fully vested prior to the termination date stated in said written notice; (d) pay Employee, and if elected by Employee, his spouse such earlier date retirement benefits as determined by Employer are provided for in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof Supplemental Executive Retirement Plan (whether for voluntary retirement or otherwiseSERP), except (in the event Employee is entitled to benefits under the SERP), said benefits to commence at such time as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide provided for any benefits shall terminate immediately upon under the effective date Retirement Plan. For purposes of such resignation. Upon retirementthis subparagraph, Employee shall continue to accrue "credited service" as employee under the Supplemental Executive Retirement Plan (SERP) up through the termination date stated in said notice. (2) In the event such termination by Employee shall be entitled for "good reason" (as defined in paragraph 28 hereof), the Corporation shall be obligated to all provide Employee with the payments, benefits and rights specified in subparagraphs A.(2)(a)-(d) of this paragraph 13 hereof. (3) In the event such termination by Employee shall be without "good reason" (as defined in paragraph 18 hereof) and with the intention or purpose to work or invest, directly or indirectly, in a business or activity which is in competition, directly or indirectly, with Corporation or any of its subsidiaries or affiliates or, irrespective of Employee's intention at the time of his termination, if anyEmployee shall violate his covenant not to compete under paragraph 15 or the requirements of paragraph 16, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee under this Agreement except as herein provided in this subparagraph. (a) provided by Employer Subject to Corporation's rights under paragraphs 15 and 16, Corporation shall pay Employee his base salary due him under paragraph 5 of this Agreement up to the termination date stated in the ordinary course to other Employee officers of Employer at comparable retirement age.said written notice; (b) If Employee resigns from EmployeeSubject to Corporation's employment hereunder in accordance with Section 4.2(a) above rights under paragraphs 15 and at 16 hereof, Corporation shall continue to honor all stock options, subject to the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such eventterms thereof, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid granted to Employee from the date of notice of resignation which are fully vested prior to the effective termination date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's stated in said written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Datenotice; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. Employee may terminate this Agreement, at any time by giving at least sixty (60) days' written notice to Corporation of his intention to terminate his employment; (1) in the event such termination by Employee shall be without "good cause" (as defined in paragraph 18 hereof) and with a bona fide intent to retire or to work or engage in a business or activity which is not in competition with Corporation or any of its subsidiaries or affiliates, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder his base salary due him under paragraph 5 of this Agreement up to the termination date stated in said written notice; (whether b) pay Employee any performance bonus compensation due him under paragraph 7 of this Agreement for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer the period ending on the termination date stated in its absolute and sole discretionsaid written notice. The effective date amount of Employee's resignation such performance bonus, if any shall be as stated calculated on a prorata basis, using the number of days Employee was actually employed by Corporation during such year of termination; and the amount so calculated shall be paid to Employee within a reasonable time after the end of Corporation's fiscal year in which Employee's notice of resignation or at termination is given; (c) continue to honor all stock options, subject to the sole option of Employerterms thereof, granted to Employee which are fully vested prior to the termination date stated in said written notice; (d) pay Employee, and if elected by Employee, his spouse, such earlier date retirement benefits as determined by Employer are provided for in its sole discretionthe Supplemental Executive Retirement Plan (SERP) under paragraph 9 hereof, said benefits to commence at such time as provided for under the Retirement Plan. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date For purposes of such resignation. Upon retirementthis subparagraph, Employee shall continue to accrue "credited service" as Employee under the Supplemental Executive Retirement Plan (SERP) up through the termination date stated in said notice. (2) In the event such termination by Employee shall be entitled for "good cause" (as defined in paragraph 18 hereof), the Corporation shall be obligated to all provide Employee with the payments, benefits and rights specified in subparagraphs A.(2)(a)-(d) of this paragraph 13 hereof. (3) In the event such termination by Employee shall be without "good cause" (as defined in paragraph 18 hereof) and with the intention or purpose to work or invest, directly or indirectly, in a business or activity which is in competition, directly or indirectly, with Corporation or any of its subsidiaries or affiliates or, irrespective of Employee's intention at the time of his termination, if anyEmployee shall violate his covenant not to compete under paragraph 15 or the requirements of paragraph 16, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee under this Agreement except as herein provided in this subparagraph. (a) provided by Employer Subject to Corporation's rights under paragraphs 15 and 16, Corporation shall pay Employee his base salary due him under paragraph 5 of this Agreement up to the termination date stated in the ordinary course to other Employee officers of Employer at comparable retirement age.said written notice; (b) If Employee resigns from EmployeeSubject to Corporation's employment hereunder in accordance with Section 4.2(a) above rights under paragraphs 15 and at 16 hereof, Corporation shall continue to honor all stock options, subject to the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such eventterms thereof, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid granted to Employee from the date of notice of resignation which are fully vested prior to the effective termination date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's stated in said written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Datenotice; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. (a) Employee may resign from Employee's employment hereunder may, at his option, after complying with this Section, terminate this Agreement in the event of a material breach of the terms of this Agreement by the Company. A "material breach" by the Company shall include, but shall not be limited to: (whether for voluntary retirement or otherwisei) upon no less than 30 days prior notice a change in control of resignation to Employerthe Company (as hereinafter defined), unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date (ii) a material diminution of Employee's resignation shall be as stated responsibilities or authority contemplated by this Agreement, (iii) the failure of any successor or assignee of the Company to assume and agree to perform this Agreement, (iv) an adverse change in Employee's job title or a reduction in Employee's annual base salary (unless otherwise agreed to by Employee), and (v) any requirement by the Company that Employee be permanently based anywhere more than fifty (50) miles from the office where Employee is based at Employee's commencement date. Employee shall be required to give written notice to the Company, within thirty (30) days of resignation or the occurrence of any such material breach, setting forth with PARTICULARITY the nature of the material breach. The Company shall have thirty (30) days following its receipt of Employee's written notice in which to cure its breach before Employee's termination of this Agreement shall be effective. In the event Employee's termination shall be effective under this Section 12(a), Employee shall: (i) be entitled to receive his base salary in effect at the sole time of termination for eighteen (18) months after the date of termination and (ii) become fully "vested" under the terms of the stock option agreement executed and delivered along with this Agreement. (b) For purposes of Employerthis Section 12, such earlier date a "change in control of the Company" is defined as any one or more of the following: (i) a single person or entity (other than existing shareholders, employee benefit plans sponsored by the Company, and majority-owned subsidiaries of the Company) through one or more transactions becomes the beneficial owner of shares having at least thirty percent (30%) of the total number of votes that may be cast for the election of directors, (ii) a merger or other business combination, a sale of all or substantially all of the Company's assets, or a combination of the foregoing; provided, however, that the following will not constitute a change in control of the Company: any transaction involving only the Company and one or more of its subsidiaries, or any transaction where, immediately following the transaction, the shareholders of the Company (determined by Employer immediately prior to the transaction) continue to hold a majority of the voting power in its sole discretion. the resulting entity, or (iii) within any eighteen (18) month period, persons who were directors (or who were designated to become directors) of the Company at Employee's commencement of employment (the "Incumbent Directors") cease (for any reason other than death) to constitute at least a majority of the Company's Board of Directors, or the Board of Directors of any successor to the Company; provided, that any director shall be deemed to be an Incumbent Director if said director was elected to the Company's Board of Directors on the recommendation of, or with the approval of, at least two-thirds of the Incumbent Directors. (c) If Employee voluntarily resigns from his employment with Employer during the term hereof (whether terminates this Agreement for voluntary retirement or otherwise)any reason other than a material breach, except as expressly set forth in Section 4.2(b) below, Employer's obligations he shall not be entitled to pay receive any base salary, incentive further compensation or bonus or provide for any benefits shall terminate immediately upon under the effective date of such resignation. Upon retirementterms hereof, provided, however, that Employee shall be entitled to all compensation and benefits (if any) provided by Employer in the ordinary course to other Employee officers earned but unpaid as of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation to the effective date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areatermination.

Termination by Employee. Employee may terminate this Agreement, at any time, by giving at least sixty (60) days' written notice to Corporation of his intention to terminate his employment; and (1) in the event such termination by Employee shall be without "good reason" (as defined in Paragraph 19 hereof) and with a bona fide intent to retire or to work or engage in a business or activity which is not in competition with Corporation or any of its subsidiaries or affiliates, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder his base salary due him under Paragraph 5 of this Agreement up to the termination date stated in said written notice; (whether b) pay Employee any performance bonus compensation due him under Paragraph 7 of this Agreement for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer the period ending on the termination date stated in its absolute and sole discretionsaid written notice. The effective date amount of Employee's resignation such performance bonus, if any, shall be as stated calculated on a pro rata basis, using the number of days Employee was actually employed by Corporation during such year of termination; and the amount so calculated shall be paid to Employee within a reasonable time after the end of Corporation's fiscal year in which Employee's notice of resignation or termination is given; (c) continue to honor all stock options, subject to the terms thereof, granted to Employee which are fully vested prior to the termination date stated in said written notice; (d) pay Employee, and if elected by Employee, his wife such retirement benefits as are provided for in the Retirement Plan for Senior Officers under Paragraph 9 hereof, said benefits to commence at such time as provided for under the sole option Retirement Plan. For purposes of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirementthis subparagraph, Employee shall continue to accrue "credited service" as Employee under the Retirement Plan for Senior Officers up through the termination date stated in said written notice. (2) In the event such termination by Employee shall be entitled for "good reason" (as defined in paragraph 19 hereof), the Corporation shall be obligated to all provide employee with the payments, benefits and rights specified in subparagraphs a.(2)(a)-(e) of this Paragraph 14 hereof. (3) In the event such termination by Employee shall be without "good reason" (as defined in paragraph 19 hereof) and with the intention or purpose to work or invest, directly or indirectly, in a business or activity which is in competition, directly or indirectly, with Corporation or any of its subsidiaries or affiliates or, irrespective of Employee's intention at the time of his termination, if anyEmployee shall violate his covenant not to compete under Paragraph 16 or the requirements of paragraph 17, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee under this Agreement except as herein provided in this subparagraph. (a) provided by Employer Subject to Corporation's rights under Paragraphs 16 and 17, Corporation shall pay Employee his base salary due him under Paragraph 5 of this Agreement up to the termination date stated in the ordinary course to other Employee officers of Employer at comparable retirement age.said written notice; (b) If Employee resigns from EmployeeSubject to Corporation's employment hereunder in accordance with Section 4.2(a) above rights under Paragraphs 16 and at 17 hereof, Corporation shall continue to honor all stock options, subject to the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such eventterms thereof, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid granted to Employee from the date of notice of resignation which are fully vested prior to the effective termination date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's stated in said written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Datenotice; (iic) a material adverse change Corporation shall, subject to consent of the Board, pay Employee, and if elected by Employee, his wife such retirement benefits as are provided for in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary Retirement Plan for Senior Officers under Paragraph 9 hereof, said benefits to which Employee was entitled commence at such time as of provided for under the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan areaRetirement Plan.

Termination by Employee. Employee may terminate this Agreement, at any time by giving at least sixty (60) days' written notice to Corporation of his intention to terminate his employment; (1) in the event such termination by Employee shall be without "good reason" (as defined in paragraph 18 hereof) and with a bona fide intent to retire or to work or engage in a business or activity which is not in competition with Corporation or any of its subsidiaries or affiliates, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder his base salary due him under paragraph 5 of this Agreement up to the termination date stated in said written notice; (whether b) pay Employee any performance bonus compensation due him under paragraph 7 of this Agreement for voluntary retirement or otherwise) upon no less than 30 days prior notice of resignation to Employer, unless such prior notice is otherwise waived by Employer the period ending on the termination date stated in its absolute and sole discretionsaid written notice. The effective date amount of Employee's resignation such performance bonus, if any shall be as stated calculated on a prorata basis, using the number of days Employee was actually employed by Corporation during such year of termination; and the amount so calculated shall be paid to Employee within a reasonable time after the end of Corporation's fiscal year in which Employee's notice of resignation or at termination is given; continue to honor all stock options, subject to the sole option of Employerterms thereof, granted to Employee which are fully vested prior to the termination date stated in said written notice. (2) In the event such earlier date as determined termination by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled for "good reason" (as defined in paragraph 18 hereof), the Corporation shall be obligated to all provide Employee with the payments, benefits and rights specified in subparagraphs A.(2)(a)-(c) of this paragraph 13 hereof. (3) In the event such termination by Employee shall be without "good reason" (as defined in paragraph 18 hereof) and with the intention or purpose to work or invest, directly or indirectly, in a business or activity which is in competition, directly or indirectly, with Corporation or any of its subsidiaries or affiliates or, irrespective of Employee's intention at the time of his termination, if anyEmployee shall violate his covenant not to compete under paragraph 15 or the requirements of paragraph 16, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee under this Agreement except as herein provided in this subparagraph. (a) provided by Employer Subject to Corporation's rights under paragraphs 15 and 16, Corporation shall pay Employee his base salary due him under paragraph 5 of this Agreement up to the termination date stated in the ordinary course to other Employee officers of Employer at comparable retirement age.said written notice; (b) If Employee resigns from EmployeeSubject to Corporation's employment hereunder in accordance with Section 4.2(a) above rights under paragraphs 15 and at 16 hereof, Corporation shall continue to honor all stock options, subject to the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such eventterms thereof, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid granted to Employee from the date of notice of resignation which are fully vested prior to the effective termination date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's stated in said written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Datenotice; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. Employee may terminate this Agreement, at any time by giving at least sixty (60) days’ written notice to Corporation of his intention to terminate his employment; (1) in the event such termination by Employee shall be without “good reason” (as defined in paragraph 18 hereof) and with a bona fide intent to retire or to work or engage in a business or activity which is not in competition with Corporation or any of its subsidiaries or affiliates, Corporation shall be obligated to: (a) pay Employee may resign from Employee's employment hereunder (whether for voluntary retirement or otherwise) upon no less than 30 days prior notice his base salary due him under paragraph 5 of resignation this Agreement up to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective the termination date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwise), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon the effective date of such resignation. Upon retirement, Employee shall be entitled to all benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age.said written notice; (b) If pay Employee resigns from any performance bonus compensation due him under paragraph 7 of this Agreement for the period ending on the termination date stated in said written notice. The amount of such performance bonus, if any shall be calculated on a basis, using the number of days Employee was actually employed by Corporation during such year of termination; and the amount so calculated shall be paid to Employee within a reasonable time after the end of Corporation’s fiscal year in which Employee's employment hereunder ’s notice of termination is given; (c) continue to honor all stock options, subject to the terms thereof, granted to Employee which are fully vested prior to the termination date stated in accordance said written notice; (d) pay Employee, and if elected by Employee, his spouse such retirement benefits as are provided for in the Supplemental Executive Retirement Plan (SERP) under paragraph 9 hereof, said benefits to commence at such time as provided for under the Retirement Plan. For purposes of this subparagraph, Employee shall continue to accrue “credited service” as Employee under the Supplemental Executive Retirement Plan (SERP) up through the termination date stated in said notice. (2) In the event such termination by Employee shall be for “good reason” (as defined in paragraph 18 hereof), the Corporation shall be obligated to provide Employee with Section 4.2(athe payments, benefits and rights specified in subparagraphs A.(2)(a)-(d) above of this paragraph 13 hereof. (3) In the event such termination by Employee shall be without “good reason” (as defined in paragraph 18 hereof) and with the intention or purpose to work or invest, directly or indirectly, in a business or activity which is in competition, directly or indirectly, with Corporation or any of its subsidiaries or affiliates or, irrespective of Employee’s intention at the time of such resignation at least one his termination, if Employee shall violate his covenant not to compete under paragraph 15 or the requirements of the following events has continued for at least 30 consecutive days after paragraph 16, then Corporation shall not be obligated to make or provide any further payments or benefits to Employee has notified Employer under this Agreement except as herein provided in writing of the occurrence of such eventthis subparagraph. (a) Subject to Corporation’s rights under paragraphs 15 and 16, Employer Corporation shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current his base salary annualized, less the amount due him under paragraph 5 of base salary paid to Employee from the date of notice of resignation this Agreement up to the effective termination date of such resignation. Such payment to be made on the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's stated in said written bonus incentive plan (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Datenotice; (iib) a material adverse change Subject to Corporation’s rights under paragraphs 15 and 16 hereof, Corporation shall continue to honor all stock options, subject to the terms thereof, granted to Employee which are fully vested prior to the termination date stated in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Datesaid written notice; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.

Termination by Employee. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Employee: (ai) for Cause, in which event the Employer shall (1) be required to pay to the Employee a severance benefit equal to (A) if termination is for Cause as defined in Section 1(f)(ii)(1) or Section 1(f)(ii)(3) one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer’s normal payroll practices, or (B) if termination is for Cause as defined in Section 1(f)(ii)(2) one times the Employee’s Annual Base Salary immediately before the reduction in salary and other compensation and benefits giving rise to termination, said benefit to be payable over the course of the 12- month period following termination in accordance with the Employer’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself as provided by the Employer for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Employer may resign from Employee's employment hereunder discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (whether for voluntary retirement the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Employer determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules; or (ii) at any time without Cause or otherwise) upon no less than 30 the Disability of the Employee (provided that the Employee shall give the Employer at least 60 days prior written notice of resignation the Employee’s intent to Employer, unless such prior notice is otherwise waived by Employer in its absolute and sole discretion. The effective date of Employee's resignation shall be as stated in Employee's notice of resignation or at the sole option of Employer, such earlier date as determined by Employer in its sole discretion. If Employee voluntarily resigns from his employment with Employer during the term hereof (whether for voluntary retirement or otherwiseterminate), except as expressly set forth in Section 4.2(b) below, Employer's obligations to pay any base salary, incentive compensation or bonus or provide for any benefits shall terminate immediately upon which event the effective date of such resignation. Upon retirement, Employee shall not be entitled to all any post-termination compensation or benefits other than such benefits (if any) provided by Employer in the ordinary course to other Employee officers of Employer at comparable retirement age. (b) If Employee resigns from Employee's employment hereunder in accordance with Section 4.2(a) above and at the time of such resignation at least one of the following events has continued for at least 30 consecutive days after Employee has notified Employer in writing of the occurrence of such event, Employer shall pay Employee an amount equal to a lump sum payment in the amount of 25% of Employee's then current base salary annualized, less the amount of base salary paid to Employee from the date of notice of resignation as may be available to the effective date of such resignation. Such payment to be made on Employee under the effective date of resignation. In addition, the Employer will pay the pro rata portion of the annual bonus Employee would have earned pursuant to Employer's written bonus incentive plan ’s disability insurance policy or policies (if any) if Employee had remained employed by Employer for the remainder of the applicable calendar year, with such pro rata amount being determined then in equal amounts over the course of the calendar year (for example, 1/12 of the bonus for each month Employee was employed during the applicable bonus year) and such amount being paid in the ordinary course consistent with Employer's practice]. Such events include: (i) a material adverse change in the nature or scope of the authorities, functions or duties that Employee had as of the Effective Date; (ii) a material adverse change in the calculation (but not the amount) of any annual bonus or a significant reduction in scope or value in the aggregate of other monetary or nonmonetary benefits to which Employee was entitled as of the Effective Date; (iii) a determination by Employee made in good faith that as a result of a change in circumstances significantly affecting his position, changes in the composition or policies of Employer's Board of Directors, or of other events of material effect, he has been rendered substantially unable to carry out, or has been substantially hindered in the performance of, the authorities, functions or duties attached to his position as of the Effective Date, or (iv) the requirement by Employer that Employee have as his principal location of work any location not within the greater Dallas - Fort Worth, Texas metropolitan area.