Common use of Termination by the Employer Clause in Contracts

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the Chief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 0 will immediately cease and be no longer due if you breach any of the provisions of Sections 0 or 0. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE Threshold"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the Chief Executive Officer of BermudaCoBoard. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 18 24 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 0 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 0 6 or 08. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE ThresholdTHRESHOLD"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving at least 12 months written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the Chief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer for the Relevant Period (as defined below): (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. The "RELEVANT PERIOD" means 18 months less any period of notice given to you by the Employer under Section 5(a)(i). Any payment under Section 5(a)(ii)(x) shall commence on the closest payroll date after the effective date of your termination. Any such payment and provision of benefits to you under this Section 5(a)(ii) (less any deduction which the Employer may be required to make, including, without limitation, in respect of income tax) shall be accepted by you in full and final settlement of all claims which you may have against the Employer, BermudaCo or any of their affiliates. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 0 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 0 6 or 08. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 (as converted into pounds sterling or such other currency used in the United Kingdom) and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE Threshold"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the Chief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months22 days) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months22 days, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 0 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 0 6 or 08. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below)Reason. (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE ThresholdTHRESHOLD"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement The Employer may be terminated terminate the Employee's employment at any time time, but any termination by the Employer by giving written notice other than termination for Cause (as defined in Section 9(a)(iii) below) shall not prejudice the Employee's right to you; provided that receive compensation and other benefits under this Agreement, except as stated otherwise in this Agreement. In the event of a termination for Cause, the Employee shall have no such termination will be effective unless it has been initiated right to receive payment, compensation or authorized by the Chief Executive Officer other benefits, including payment of BermudaCo. The length of the notice period legal fees and expenses incurred, for any such period after termination will for Cause except as otherwise required by law. Where the Employee's employment, is terminated other than termination for Cause, the Employer shall continue to be at subject to any independent obligation to the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use Employee under any accrued but unused vacation time during any such notice period (employee benefit plan in which case any vacation time that remains unused (up the Employee is then a participant. Where the Employee's employment is terminated for Cause, the Employer shall have no obligation to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required continue to be used or subject to any independent obligations to the Employee under any employee benefit plan for which the Employee is paid out in cash will be limited to 3 monthsthen a participant, and any excess vacation time will be forfeited without paymentexcept as otherwise required by law. (ii) If your In the event that the Employee's employment is terminated ceases by reason of the Employer for reasons Employer's termination of the Employee's employment during the Term other than for Cause (as defined belowCause, the Employer shall be obligated in lieu and replacement of the Employee's entitlement to any compensation and other benefits under this Agreement pursuant to Section 9(a)(i), you will be entitled to continue make severance payments to receive from the Employer (x) continued payment of Employee in an amount equal to the sum of (A) your monthly Employee's then current annual base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth a fraction, the denominator of which shall be 12 and the numerator of which shall be the number of months remaining in the Term (such sumcollectively, your "REFERENCE COMPENSATION") each month for 18 months (the "RELEVANT PERIODSeverance Payments") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination). Notwithstanding the foregoing, any further payment or provision if the Employee's employment ceases by reason of benefits the Employer's termination of the Employee's employment other than for Cause, the amount paid in Severance Payments to you the Employee under this Section 0 will immediately cease shall not be less than the Employee's annual base salary for a period of one and one-half (1 1/2) years and shall not exceed the Employee's then annual base salary for a period of two (2) years. The amount paid in Severance Payments to the Employee under this Section shall be no longer due paid after termination of employment in equal monthly installments according to the Employer's normal payroll practices then in effect. However, if you breach any either party provides the other party with written notice of the provisions party's non-concurrence in the automatic extension of Sections 0 the Term, as set forth in Section 3 of this Agreement, notwithstanding the foregoing, the Employer shall make Severance Payments under this Section for a period of one (1) year. However, if the Employer's termination of the Employee's employment without Cause occurs in connection with, or 0within one and one-half (1 1/2) years after, a "Change in Control" as defined in Section 12(b) hereof, the amount payable to the Employee shall be determined exclusively under Section 12(a) as limited by Section 12(c) hereof, and the Employer shall not be required to make the payments set forth in this Section. The Severance Payments under this Section 9(a)(ii) shall not be reduced by any compensation which the Employee may receive for other employment with another employer after termination of his employment with the Employer. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will Employee shall be entitled to have all existing retirement or employee benefits of the use type referred to in Section 6 hereof continued for the remainder of outplacement services the Term when the Agreement is terminated, except as otherwise required by law or provided in the related retirement or other employee benefit plans or agreements. Notwithstanding the foregoing, the Employer shall have no obligation to make any contributions to any retirement plan applicable to the Employee after the date the Employee ceases to be employed by the Employer except as may be required by such applicable plan. Notwithstanding anything stated herein to the contrary, and for purposes of clarity, should the Employer terminate the Employment of the Employee for Cause, the Employee shall not be entitled to receive Severance Payments. In the event of a reasonable period retirement plan, the Employee shall be entitled to contributions made by the Employer to the retirement plan on the Employee's behalf prior to the date of time following such the Employee's termination, which have vested and for which the Employee is otherwise eligible in accordance with the written terms of the official plan documents governing any applicable retirement plan. The cost for such services will Employer shall have no obligation to make the Severance Payments set forth in this Section unless the Employee fully complies with his obligations under this Agreement, including, but not exceed $25,000 limited to, his obligations under Sections 10 and the provider 11 of such services will be mutually and reasonably agreed upon prior to such usethis Agreement. (iii) For purposes References in this Agreement to "termination for Cause" shall mean termination on account of this Agreement, your employment shall be deemed to have been terminated by acts or omissions of the Employer for reasons other than Employee which constitute Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties . Any determination with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as a termination for Cause shall require the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount approval of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value Board of Directors of the CIC Payment is less than 115% Employer. "Cause" shall mean any of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE Threshold"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.following:

Termination by the Employer. (i) This Agreement may be terminated at any time by the Employer by giving written notice to you; provided that no such termination will be effective unless it has been initiated or authorized by the Chief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 0 5(a)(ii) will immediately cease and be no longer due if you breach any of the provisions of Sections 0 6 or 08. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE ThresholdTHRESHOLD"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. i. This agreement may be terminated effective at any time for cause by the Employer giving notice in writing of such termination to the Employee. If this agreement and the employment of the Employee hereunder is so terminated pursuant to this clause (i) This Agreement ), the Employee shall receive any statutory benefits to which the Employee shall be entitled and shall continue to accrue and receive the Employee's said annual salary and benefits through to the date of termination indicated in the termination notice and no more. ii. Between February 3, 2005 and November 1, 2005, this agreement and the employment of the Employee hereunder may be terminated at any time by the Employer by giving written providing the Employee a payment equal to nine (9) months base salary or a payment of base salary that would have been paid during the months not yet worked between February 1, 2005 and November 1, 2005, whichever is greater. In addition, the Employer will provide payment for the equivalent number of months of pro rata bonus, as well as maintain the Employee's benefits for said period. However, if maintaining benefits is not possible, the Employer will pay to the Employee an amount equal to the cost of such benefits, grossed up so that the after tax value of the payments is equal to the cost of the benefits. The Employee acknowledges that the foregoing provisions are in satisfaction of and substitution for any and all statutory and common law rights, including without limitation, any right to reasonable notice to you; provided that no such termination will of termination. iii. After November 1, 2005, this agreement and the employment of the Employee hereunder may be effective unless it has been initiated or authorized terminated at any time by the Chief Executive Officer Employer giving to the Employee such notice, or payment in lieu thereof, equal to nine (9) months of BermudaCobase salary in lieu of notice, plus one (1) month of salary for each completed year of employment, to maximum payment of twelve (12) months salary. In addition, the Employer will provide payment for the equivalent number of months of pro rata bonus payout, as well as maintain the Employee's benefits for said period. However, if maintaining benefits is not possible, the Employer will pay to the Employee an amount equal to the cost of such benefits, grossed up so that the after tax value of the payments is equal to the cost of the benefits. The length Employee acknowledges that the foregoing provisions are in satisfaction of the notice period and substitution for any such termination will be at the sole discretion and all statutory and common law rights, including without limitation, any right to reasonable notice of the Employer. The Employer, in its sole discretion, may (x) require you to use any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cashtermination. iv. For the avoidance purposes of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 months, and any excess vacation time will be forfeited without payment. (ii) If your employment is terminated by and (iii) above, the Employer for reasons other than for Cause (as defined below), you will "pro rata bonus' payment to the Employee shall be entitled to continue to receive from the Employer (x) continued payment of the sum greater of (Aa) your monthly base salary as in effect the pro rata bonus calculated assuming the targets would have been achieved at the time of such termination plus 100% level; or (Bb) the product pro rata bonus calculated at the actual percentage of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after achieved as of the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment or provision of benefits to you under this Section 0 will immediately cease and be no longer due if you breach any of the provisions of Sections 0 or 0. In addition, any unvested equity awards that have been granted to you prior to such date of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of this Agreement, your employment shall be deemed to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), or any similar provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided, however, that if the aggregate value of the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE Threshold"), then you shall not be entitled to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Threshold.

Termination by the Employer. (i) This Agreement may be terminated effective at any time for cause by the Employer giving notice in writing of such termination to the Employee. If this Agreement and the employment of the Employee hereunder is so terminated pursuant to this subparagraph 5(a)(i), the Employee: A. shall continue to accrue and receive the Employee's said salary and benefits through to the date of termination indicated in the termination notice; and B. shall receive any statutory payments, benefits, and entitlements owing to the Employee. DocuSign Envelope ID: CEEACD55-0194-42C1-8804-FF9DDCA45410 (ii) This Agreement and the employment of the Employee hereunder may be terminated at any time by the Employer by giving written notice to you; provided that no the Employee the greater of: A. such termination will be effective unless it has been initiated notice, or authorized by the Chief Executive Officer of BermudaCo. The length of the notice period for any such termination will be at the sole discretion of in the Employer. The Employer, in its 's sole discretion, may (x) require you to use payment in lieu of all or any accrued but unused vacation time during any such notice period (in which case any vacation time that remains unused (up to 3 months) will be paid out in cash) or (y) pay out any accrued but unused vacation time in cash. For the avoidance of doubt, any vacation time that is required to be used or is paid out in cash will be limited to 3 monthspart thereof, and such severance, as is necessary to meet the minimum requirements under the Applicable Legislation together with any excess vacation time will other statutorily prescribed payments and entitlements, and B. one year's notice payment in lieu of all or any part thereof, for each year of service (with a prorated entitlement for partial years of service). That portion of the foregoing which represents the Employee's severance entitlement under the Applicable Legislation, where applicable, shall be forfeited without paymentprovided by way of payment and not notice. (iiiii) If your employment is terminated by the Employer for reasons other than for Cause (as defined below), you will be entitled to continue to receive from the Employer (x) continued payment of the sum of (A) your monthly base salary as in effect at the time of such termination plus (B) the product of your target annual bonus opportunity for the fiscal year in which such termination occurs multiplied by one-twelfth (such sum, your "REFERENCE COMPENSATION") each month for 18 months (the "RELEVANT PERIOD") (such payment to commence on the closest payroll date after the effective date of such termination) and (y) for the Relevant Period, continued benefits under any health and welfare employee benefit plans of the Employer or its affiliates in which you participated at the date of such termination. Notwithstanding the foregoing, any further payment benefit, or provision other non-wage-related compensation, or other entitlement shall only continue to vest, accrue or be payable up to the later of benefits to you under this Section 0 will immediately cease (i) the date designated by the Employer as the effective date on which the period of employment ends, and be no longer due (ii) the minimum period prescribed by the Applicable Legislation, if you breach any. The Employee acknowledges that the foregoing provisions are in satisfaction of and substitution for any of the provisions of Sections 0 or 0. In additionand all statutory and common law rights, including without limitation, any unvested equity awards that have been granted right to you prior to such date reasonable notice of termination will become fully vested and exercisable, and any restrictions applicable to any such award (other than any transfer restrictions imposed by the Voting Agreement or the Transfer Rights Agreement, each as defined below) will automatically lapse. Further, you will be entitled to the use of outplacement services for a reasonable period of time following such termination. The cost for such services will not exceed $25,000 and the provider of such services will be mutually and reasonably agreed upon prior to such use. (iii) For purposes of greater certainty, by accepting this Agreement, your employment shall be deemed the Employee understands that they are giving up any right to have been terminated by the Employer for reasons other than Cause if you voluntarily terminate your employment for Good Reason (as defined below). (iv) In the event it shall be determined that any common law reasonable notice, payment by or benefit from BermudaCo or its affiliates to you or for your benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the "CIC PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE")in lieu thereof, or any similar provision other compensation or related damages in lieu of such notice, except as strictly required by Applicable Legislation. The Employee further acknowledges that as a condition of receiving any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "EXCISE TAX"), you will be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount determined by BermudaCo's outside auditors such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, you retain an amount portion of the Gross-Up Payment equal foregoing that exceeds the minimum requirements under the Applicable Legislation, the Employee shall be required to execute a comprehensive Release Agreement as drafted by counsel to the Excise Tax imposed upon Employer. The Employee acknowledges that the Payment; provided, however, that if Employer will provide an opportunity to review the aggregate value Employer's current form of Release Agreement should the CIC Payment is less than 115% of the product of three times your "base amount" (as defined in Section 280G(b)(3) of the Code) (such product, the "GOLDEN PARACHUTE Threshold"), then you shall not be entitled Employee wish to any Gross-Up Payment and, instead, the CIC Payment shall be reduced to an amount equal to $1.00 less than the Golden Parachute Thresholddo so before accepting employment under this Agreement.