Common use of Termination Compensation Clause in Contracts

Termination Compensation. (a) Upon Employee's voluntary termination of employment (other than voluntary termination after a Change of Control (as defined below)), or termination of Employee's employment for Cause, the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's estate or such other party who shall be legally entitled thereto, all compensation due to the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's employment by the Company other than for Cause, or upon Employee's voluntary termination of employment after a Change of Control, the Company shall pay to Employee an amount equal to twelve (12) months' compensation calculated with reference to Employee's then current annual compensation (exclusive of bonuses), which amount shall be due and payable at termination. (d) Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "Change of Control" means the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.

Termination Compensation. (a) Upon Employee's voluntary termination of employment (other than voluntary termination after a Change of Control (as defined below)), or termination of Employee's employment for Cause, the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's estate or such other party who shall be legally entitled thereto, all compensation due to the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's employment by the Company other than for Cause, or and upon Employee's voluntary termination of employment after a Change of Control, the Company shall pay to Employee an amount equal to twelve (12) months' compensation calculated with reference to Employee's then current annual compensation (exclusive of bonuses), which amount shall be due and payable at termination. (d) Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "Change of Control" means the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.

Termination Compensation. (a) Upon Employee's ’s voluntary termination of employment (employment, other than voluntary termination after a Change of Control with Good Reason (as defined below)), or termination of Employee's employment for Cause, the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's ’s estate or such other party who shall be legally entitled thereto, all compensation due to at the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement or then current annual salary rate, whichever is greater, from the date of death to the final day of the month following the month in which the death occurs. (ci) Upon termination of Employee's ’s employment by the Company other than for CauseCause and other than in connection with a Change in Control, the Company shall pay to Employee twelve (12) months of Base Compensation. In addition, all nonvested Options shall immediately vest and be exercisable for a period of 180-days following the effective date of termination. (ii) Upon termination by the Company other than for Cause in connection with a Change in Control or upon Employee's ’s voluntary termination of employment after for Good Reason in connection with a Change of Control, the Company shall pay to Employee an amount equal to twelve twenty-four (1224) months' compensation calculated with reference to Employee's then current annual compensation (exclusive months of bonuses)Base Compensation. In addition, which amount all nonvested Options shall immediately vest and be due and payable at exercisable for a period of 180-days following the effective date of termination. (d) Amounts payable under this Section 13 shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "“Good Reason” shall mean, following a Change of Control" means Control (as such term is defined below), the termination by Employee upon the occurrence of any one of the following below described events: (i) any Person becomes . The Employee must provide notice to the beneficial owner of twenty-five percent (25%) or more Company of the total number existence of voting shares such event within ninety (90) days of the Company; first occurrence of such event, and the Company will have thirty (ii30) any Person days to remedy the condition, in which case no Good Reason shall exist. If the Company fails to remedy the condition within such thirty (other than 30) day period, the Persons named as proxies solicited on behalf Employee must terminate employment within two (2) years of the Board first occurrence of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced such event. The events which constitute a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.Good Reason termination are:

Termination Compensation. (a) Upon Employee's ’s voluntary termination of employment (other than voluntary termination after a Change of Control (with Good Reason as defined below)), or termination of Employee's ’s employment for Cause, or automatic termination as provided in Section 12(e), the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's ’s estate or such other party who shall be legally entitled thereto, all compensation due to at the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's ’s employment by the Company other than for Cause, or upon Employee's ’s voluntary termination of employment for Good Reason, the Company shall pay to Employee an amount equal to eighteen (18) months compensation calculated with reference to Employee’s then current annual compensation plus the average of the Employee’s last three annual bonuses times 1.5, which amount shall be due and payable in eighteen equal monthly installments beginning on the first day of the month following such termination. Employee will continue to receive all Employee benefits during the severance period. At any time after the occurrence of a Change in Control, in the case of Controltermination of Employee’s employment by the Company other than for cause or in the case of Employee’s voluntary termination with Good Reason, the Company shall pay to Employee an amount equal to twenty-four (24) months compensation calculated with reference to Employee’s then current annual compensation plus the average of the Employee’s last three annual bonuses times 2.0, which amount shall be due and payable at termination. In either case described in this paragraph (c), Employee will continue to receive all Employee benefits during the severance period. (d) If at least 60 days prior to the Final Date, the Company has not offered in writing to renew or extend this Employment Agreement for a period of at least three years on terms substantially identical to the terms of this Agreement then in effect, the Company shall pay to Employee an amount equal to twelve (12) months' months compensation calculated with reference to Employee's ’s then current annual compensation (exclusive plus the average of bonuses), the Employee’s last three annual bonuses which amount shall be due and payable at terminationin twelve equal monthly installments beginning on January 1, 2014. (de) Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "Change of Control" means “Good Reason” shall mean the termination by Employee upon the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.:

Termination Compensation. (a) Upon Employee's ’s voluntary termination of employment (employment, other than voluntary termination after a Change of Control with Good Reason (as defined below)), or termination of Employee's employment for Cause, the Company shall pay to Employee all 6 – EMPLOYMENT AGREEMENT (▇▇▇▇▇) compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's ’s estate or such other party who shall be legally entitled thereto, all compensation due to at the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement or then current annual salary rate, whichever is greater, from the date of death to the final day of the month following the month in which the death occurs. (ci) Upon termination of Employee's ’s employment by the Company other than for Cause, or upon Employee's voluntary termination of employment after Cause and other than in connection with a Change of in Control, the Company shall pay to Employee an amount equal to twelve (12) months' compensation calculated months of Base Compensation. In addition, all nonvested Options shall immediately vest and be exercisable for a period of 180-days following the effective date of termination. (ii) Upon termination by the Company other than for Cause in connection with reference a Change in Control or upon Employee’s voluntary termination of employment for Good Reason, the Company shall pay to Employee's then current annual compensation Employee twenty-four (exclusive 24) months of bonuses)Base Compensation. In addition, which amount all nonvested Options shall immediately vest and be due and payable at exercisable for a period of 180-days following the effective date of termination. (d) Amounts payable under this Section 13 shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "“Good Reason” shall mean, following a Change of Control" means Control (as such term is defined below) the termination by Employee upon the occurrence of any one of the following below described events: (i) any Person becomes . The Employee must provide notice to the beneficial owner of twenty-five percent (25%) or more Company of the total number existence of voting shares such event within ninety (90) days of the Company; first occurrence of such event, and the Company will have thirty (ii30) any Person days to remedy the condition, in which case no Good Reason shall exist. If the Company fails to remedy the condition within such thirty (other than 30) day period, the Persons named as proxies solicited on behalf Employee must terminate employment within two (2) years of the Board first occurrence of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced such event. The events which constitute a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.Good Reason termination are:

Termination Compensation. (a) Upon Employee's ’s voluntary termination of employment (employment, other than voluntary termination after a Change of Control with Good Reason (as defined below)), or termination of Employee's employment for Cause, the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's ’s estate or such other party who shall be legally entitled thereto, all compensation due to at the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement or then current annual salary rate, whichever is greater, from the date of death to the final day of the month following the month in which the death occurs. (ci) Upon termination of Employee's ’s employment by the Company other than for Cause, or upon Employee's voluntary termination of employment after Cause and other than in connection with a Change of in Control, the Company shall pay to Employee an amount equal to twelve (12) months' compensation calculated months of Base Compensation. In addition, all nonvested Options shall immediately vest and be exercisable for a period of 180-days following the effective date of termination. (ii) Upon termination by the Company other than for Cause in connection with reference a Change in Control or upon Employee’s voluntary termination of employment for Good Reason, the Company shall pay to Employee's then current annual compensation Employee twenty-four (exclusive 24) months of bonuses)Base Compensation. In addition, which amount all nonvested Options shall immediately vest and be due and payable at exercisable for a period of 180-days following the effective date of termination. (d) Amounts payable under this Section 13 shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "“Good Reason” shall mean, following a Change of Control" means Control (as such term is defined below) the termination by Employee upon the occurrence of any one of the following below described events: (i) any Person becomes . The Employee must provide notice to the beneficial owner of twenty-five percent (25%) or more Company of the total number existence of voting shares such event within ninety (90) days of the Company; first occurrence of such event, and the Company will have thirty (ii30) any Person days to remedy the condition, in which case no Good Reason shall exist. If the Company fails to remedy the condition within such thirty (other than 30) day period, the Persons named as proxies solicited on behalf Employee must terminate employment within two (2) years of the Board first occurrence of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced such event. The events which constitute a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.Good Reason termination are:

Termination Compensation. (a) Upon Employee's ’s voluntary termination of employment (other than voluntary termination after a Change of Control (with Good Reason as defined below)), or termination of Employee's ’s employment for Cause, or automatic termination as provided in Section 12(e), the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's ’s estate or such other party who shall be legally entitled thereto, all compensation due to at the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement Base Compensation from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's ’s employment by the Company other than for Cause, or upon Employee's ’s voluntary termination of employment for Good Reason, the Company shall pay to Employee an amount equal to eighteen (18) months Base Compensation calculated with reference to Employee’s then current annual Base Compensation plus the average of the Employee’s last three annual bonuses times 1.5, which amount shall be due and payable in eighteen equal monthly installments beginning on the first day of the month following such termination. Employee will continue to receive all Employee benefits during the severance period. At any time after the occurrence of a Change in Control, in the case of Controltermination of Employee’s employment by the Company other than for cause or in the case of Employee’s voluntary termination with Good Reason, the Company shall pay to Employee an amount equal to twenty-four (24) months Base Compensation calculated with reference to Employee’s then current Base Compensation plus the average of the Employee’s last three annual bonuses times 2.0, which amount shall be due and payable at termination. In either case described in this paragraph (c), Employee will continue to receive all Employee benefits during the severance period. (d) If at least 60 days prior to the Final Date, the Company has not offered in writing to renew or extend this Employment Agreement for a period of at least three years on terms substantially identical to the terms of this Agreement then in effect, the Company shall pay to Employee an amount equal to twelve (12) months' compensation months Base Compensation calculated with reference to Employee's ’s then current Base Compensation plus the average of the Employee’s last three annual compensation (exclusive of bonuses), bonuses which amount shall be due and payable at terminationin twelve equal monthly installments beginning on January 1, 2014. (de) Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "Change of Control" means “Good Reason” shall mean the termination by Employee upon the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.:

Termination Compensation. (a) Upon Employee's voluntary termination of employment (other than voluntary termination after a Change of Control (as defined below)), or termination of Employee's employment for Cause, the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's estate or such other party who shall be legally entitled thereto, all compensation due to the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's employment by the Company other than for Cause, or and upon Employee's voluntary termination of employment after a Change of Control, the Company shall pay to Employee an amount equal to twelve (12) months' compensation calculated with reference to Employee's then current annual compensation (exclusive of bonuses), which amount shall be due and payable at termination. (d) Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) In recognition of the Employee's substantial contributions to the Company and because many of the Employee's personal books and other information sources, including Nucleic Acids Abstracts, have been made available for Company use since 1980, it is agreed that upon termination of employment, Employee has the right to take and own the books, papers, file cabinets, and such other items in his office as approved by the Company, as well as the full set of Nucleic Acids Abstracts in the Company's possession at the time of Employee's termination of employment. (In no event shall employee be entitled to originals of patent records.) In addition, Employee's original notebooks are to remain in the possession of the Company for ten (10) years from the date of Employee's termination, after which they are to be conveyed to Employee, subject to the provisions of Section 9. (g) As used herein, "Change of Control" means the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.

Termination Compensation. (a) Upon Employee's voluntary The following provisions shall apply in the event of the termination of the employment relationship created by this Agreement: (other than voluntary i) In the event of a termination after a Change of Control (as defined below)), or termination of Employee's employment for Causepursuant to Section 5(a)(i) above, the Company shall pay to Employee all compensation due Weill (or his executor or administrator, as the case may be) the annual salary and employee benefits in effect immediately prior to such termination through the date end of the year during which such termination occurs or for six months following such termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's estate or such other party who whichever shall be legally entitled theretogreater, all compensation due and such additional payments relating to the date of incentive, death, and an additional amount equal to compensation at the rate set forth in this Agreement from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's employment by the Company retirement or other than for Cause, or upon Employee's voluntary termination of employment after a Change of Control, the Company shall pay to Employee an amount equal to twelve (12) months' compensation calculated with reference to Employee's then current annual compensation (exclusive of bonuses), which amount shall matters as may be due and payable at termination. (d) Amounts payable under this Section shall be net of amounts required determined to be withheld under applicable law and amounts requested to be withheld appropriate by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "Change of Control" means the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or an authorized committee thereof. Any stock options held by Weill shall immediately vest and become exercisable, and any successor entityrestrictions on shares of restricted stock held by Weill as of the date of such termination shall immediately lapse. (ii) In the event of a termination pursuant to Section 5(a)(ii) above, subject to Weill's compliance with the covenants set forth in Section 7(a) below, the Company shall continue to pay to Weill (or his legal guardian, as the case may be) the annual salary and employee benefits in effect immediately prior to such termination through the end of the year during which such termination occurs or for six months following such termination, whichever shall be greater, and such additional payments relating to incentive, disability, retirement or other matters as may be determined to be appropriate by the Board of Directors of the Company or an authorized committee thereof. In addition, Weill shall have the rights regarding Retirement as described in Section 5(b)(vi) below. (iii) In the event of a termination pursuant to Sections 5(a)(iii) or 5(a)(iv) above or any termination by Weill other than pursuant to Section 5(a)(vi) above, the Company shall pay to Weill his annual salary and employee benefits in effect immediately prior to such termination through the effective date of such termination. In addition, Weill shall have such rights, if any, to further vesting and exercise of his stock options or lapse of the restrictions on any shares of his restricted stock as are provided under the Company's plan(s) under which such options or stock were granted, as then applicable. (iv) In the event of a termination pursuant to Sections 5(a)(v) or 5(a)(vi) above, the Company shall, within 15 days after such termination, pay to Weill a lump sum amount in cash equal to the sum of (x) his annual salary in effect immediately prior to such termination through the effective date of such termination and (y) the amount paid as his annual bonus in respect of the Company's fiscal year prior to the fiscal year in which the effective date of such termination occurs, prorated for the period of his employment during the fiscal year in which the effective date of such termination occurs. In addition, Weill shall have the rights regarding Retirement as described in Section 5(b)(vi) below. (v) In the event of a termination pursuant to Section 5(a)(vii) above or pursuant to a notice of non-renewal given by the Company as described in Section 3 above, Weill shall have the rights regarding Retirement as described in Section 5(b)(vi) below. (vi) If a termination of Weill's employment is deemed a Retirement for purposes of this Agreement, then, commencing upon such Retirement and subject to Weill's compliance with the covenants set forth in Section 7(a) below, (x) the Company shall provide to Weill a supplemental pension benefit equal to a $350,000 lifetime annuity, with such actuarially equivalent alternative forms of benefit, such as joint and survivor annuities, but excluding lump sum, as permitted under and as calculated under the Primerica Corporation Supplemental Retirement Plan (as amended from time to time), (y) any stock options held by Weill as of the date of such Retirement shall be treated in accordance with their terms (including, without limitation, the terms specified in Section 4(d) above) and (z) any shares of restricted stock held by Weill as of the date of such Retirement shall be governed by the Company's plan(s) under which such stock was granted, as then applicable. (vii) Weill shall not be obligated to mitigate any payments due from the Company under this Agreement or any damages he may suffer as a result of a breach or termination of this Agreement by the Company, and there shall be no set-off to any of the Company's obligations of payment under this Agreement for any reason whatsoever.

Termination Compensation. (a) Upon Employee's ’s voluntary termination of employment (other than voluntary termination after a Change of Control with Good Reason (as defined below)), or termination of Employee's ’s employment for Cause, ) the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's ’s estate or such other party who shall be legally entitled thereto, all compensation due to at the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement or then current annual salary rate, whichever is greater, from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's ’s employment by the Company other than for Cause, or upon Employee's ’s voluntary termination of employment after a Change of Control, for Good Reason the Company shall (1) pay to Employee an amount $630,000,without interest, payable as follows: 1/3 paid on the effective date of termination with the balance to be paid in equal installments over the 12 months following such effective date in accordance with the Company’s standard payroll procedures; (2) all outstanding options granted to twelve (12) months' compensation calculated with reference Employee pursuant to Employee's then current annual compensation (exclusive of bonuses)the Company’s 1992 Stock Incentive Plan, or successor plan, which amount vest with the passage of time (and are not performance related) shall be due immediately fully vested and payable at (3) the exercise period of all such options shall be extended to the earlier of their original expiration date or eighteen (18) months from the date of termination. (d) Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "Change of Control" means “Good Reason” shall mean the termination by Employee upon the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.:

Termination Compensation. (a) Upon Employee's voluntary termination of employment (other than voluntary termination after a Change of Control (as defined below)), or termination of Employee's employment for Cause, the Company shall pay to Employee all compensation due to the date of termination, but shall have no further obligation to Employee hereunder in respect of any period following termination. (b) Upon the death of Employee, the Company shall pay to Employee's estate or such other party who shall be legally entitled thereto, all compensation due to the date of death, and an additional amount equal to compensation at the rate set forth in this Agreement from the date of death to the final day of the month following the month in which the death occurs. (c) Upon termination of Employee's employment by the Company other than for Cause, or and upon Employee's voluntary termination of employment after a Change of Control, the Company shall pay to Employee an amount equal to twelve (12) months' compensation calculated calculation with reference to Employee's then current annual compensation (exclusive of bonuses), which amount shall be due and payable at termination. (d) Amounts payable under this Section shall be net of amounts required to be withheld under applicable law and amounts requested to be withheld by Employee. (e) Upon Termination of Employee's employment by the Company other than for Cause, all outstanding options granted to Employee pursuant to the Company's 1992 Stock Incentive Plan, which vest with the passage of time (and are not performance related) shall be immediately fully vested. (f) As used herein, "Change of Control" means the occurrence of any one of the following events: (i) any Person becomes the beneficial owner of twenty-five percent (25%) or more of the total number of voting shares of the Company; (ii) any Person (other than the Persons named as proxies solicited on behalf of the Board of Directors of the Company) holds revocable or irrevocable proxies representing twenty-five percent (25%) or more of the total number of voting shares of the Company; (iii) any Person has commenced a tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five percent (25%) or more of the total number of voting shares of the Company; and (iv) as the result of, or in connection with, any cash tender or exchange offer, merger, or other business combination, sale of assets, or any combination of the foregoing transactions, the persons who were directors of the Company before such transactions shall cease to constitute at least two-thirds (2/3) of the Board of Directors of the Company or any successor entity.