Common use of Termination Payments Clause in Contracts

Termination Payments. (a) If the Employee's employment with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. (a) If the Employee's employment with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) paid. If the Employee's termination is employment with the Company terminates pursuant to Section 8(e6(a)(vi) or Section 8(f)6(a)(vii)(x) hereof, the Company will pay the Employee any portion of Employee's bonus compensation pursuant to Section 3(c) hereof which has accrued hereunder on or prior to the date of termination but has not been paid (the "Prorata Bonus"). The Prorata Bonus shall be calculated by: (i) annualizing the Company's performance through the date of termination for the fiscal year in question; (ii) determining the bonus compensation due to the Employee pursuant to Section 3(c) hereof on the basis of the Company's annualized results for the fiscal year in question; and (iii) prorating the bonus compensation based on the number of weeks worked by the Employee during the fiscal year in question. Except for purposes of this Section 7, the Employee's bonus compensation pursuant to Section 3(c) for any fiscal year shall not be deemed to have been accrued prior to the completion of the fiscal year in question. If the Employee's employment with the Company terminates pursuant to Section 6(a)(vi) or Section 6(a)(vii)(x) hereof, the Company will continue to pay the Employee an amount equal to his the Employee's Salary (at the salary rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (cemployment hereunder) If for the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time remainder of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes term of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employmentAgreement. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. (a) If 3.3.1 In the event the Employee's ’s employment with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or is terminated under this Agreement prior to the date expiration of termination but not paid the Term pursuant to Section 3.2.1(b) or Section 3.2.2(a), the Bank shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the (a) greater of such date. (i) the current Base Salary divided by 12, or (ii) the Average Monthly Compensation, multiplied by (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f)12. In addition, the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on from the effective date of the termination pursuant to Section 3.2.1(b) or Section 3.2.2(a), the Bank shall pay an amount equal to what would be the Employee's termination ’s cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of twelve (12) months or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Bank. 3.3.2 In the event the Employee’s employment and ending on the second anniversary of the Effective Date (or is terminated under this Agreement prior to the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1)3.2.3, the Bank shall pay to the Employee as severance pay and liquidated damages a lump sum amount equal to the (a) greater of (i) the current Base Salary divided by 12, or (ii) the Average Monthly Compensation, multiplied by (b) the number of months (including partial months) from the effective date of the termination through the then unexpired portion of the Term or, if greater, 24. In addition, from the Company shall continue effective date of the Employee's termination pursuant to Section 3.2.3, through the then current medical coverage unexpired portion of the Term (or, if greater, for a period of two twenty-four (224) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the termination) (the “Severance Period”), the Bank shall pay an amount equal to what would be the Employee's termination ’s cost of employment. The foregoing payments upon termination shall constitute COBRA health continuation coverage for the exclusive payments due to or in respect Employee and eligible dependents for the greater of the Employee upon Severance Period or the termination of his employment under this Agreement, but shall have no effect on any benefits period during which may be due the Employee under and those eligible dependents are entitled to COBRA health continuation coverage from the Bank. 3.3.3 Notwithstanding any plan other provision of this Agreement to the contrary, if the aggregate of the Company which provides payments provided for in this Agreement and the other payments and benefits that the Employee has the right to receive from the Bank (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after termination of employmenttaking into account all federal, other than severance pay or salary continuation which shall be reduced state and local income taxes payable by the Employee and the amount of any payment received excise taxes payable by the Employee following his termination pursuant under Section 4999 of the Code that would be payable by the Employee (the “Excise Taxes”)) if the Employee were to this Agreement. In receive the event any payments are required Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to be made receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Employee pursuant shall be entitled only to this Section 9the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. In connection with the Total Payments contemplated in this Section 3.3.3, the parties agree that to the minimum extent necessary to comply with Section 280G of the Code and to avoid the imposition of excise taxes under no obligation Section 4999 of the Code, the Employee agrees to seek other provide personal services on behalf of the Bank following his termination of employment andin exchange for reasonable compensation for such services. If so required, in such case, there a portion of the Total Payments shall be no offset against any amounts due deemed to the Employee under this Agreement on account of any remuneration be attributable to such post-termination services. The parties agree that any subsequent compensation attributable to such services must comply with the requirements of Section 280G of the Code and the Treasury Regulations promulgated thereunder, including, but not limited to, the requirements set forth in Q/A-9 of Treasury Regulation 1.280G-1. The parties agree to negotiate in good faith at the time of Employee’s termination of employment that to determine the Employee may obtainscope and duration of services to be rendered (if any) by Employee, and the related compensation payable therefore, for the period following such termination of employment, all with the objective of complying with Section 280G of the Code and the intent of this paragraph.

Termination Payments. (a) If the Employee's employment with SBG terminates pursuant to Sections 4.1(a)(1), 4.1(a)(2), 4.1(a)(3), or 4.1(a)(5), Employee (or in the Company terminates for whatever reasonevent of the death of Employee, the Company person or persons designated by Employee in a written instrument delivered to SBG prior to Employee's death or, if no such written designation has been made, Employee's estate) will be entitled to receive, and SBG will pay to the Employee any portion same, all of the Salary accrued hereunder on or prior following: (1) the salary payable to Employee through the Termination Date; and (2) the benefits, if any, set forth in the Long Term Incentive Plan, upon the terms and conditions set forth therein, but only to the date of termination but not paid extent that Employee is entitled to such benefits pursuant to the Employee as provisions of such datethe Long Term Incentive Plan. (b) If the Employee's termination is employment with SBG terminates pursuant to Section 8(e) or Section 8(f4.1(a)(4), Employee will be entitled to receive, and SBG will pay to Employee, only the Company salary payable to Employee through the Termination Date (and Employee shall continue not be entitled to pay any benefits under the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Long Term Incentive Plan); provided, however, that if Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended terminates pursuant to Subsection (vii) of Section 14.1(c). In addition, Employee shall be entitled to the Company shall continue benefits, if any, set forth in the Employee's then current medical coverage for a period Long Term Incentive Plan in accordance with the terms of two Subsection (23) years following termination of the Employee's employmentthis Section 4.2. (c) If the Employee's termination is employment with SBG terminates pursuant to Section 8(a4.1(a)(5), the Company Employee, in addition to the benefits he is entitled to receive pursuant to Section 4.2(a), shall be entitled to receive, and SBG shall pay to the Employee, one (1) month's Beneficiary (as defined below) an amount equal to his Salary (at the rate base salary in effect at the time of the Employee's termination of employment(not including bonuses) for a period each full year of six months following his continuous employment with SBG or its predecessor regardless of whether the date of the Employee's Death. For purposes of employment has been pursuant to this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estateAgreement or has been prior to this Agreement. (d) If The termination payments (the "Termination Payments") described in this Section 4 will be in lieu of any other termination or severance payments required by any other SBG policy (whether existing previously or currently or adopted in the future) or, to the fullest extent permissible thereunder, or under applicable law (including unemployment compensation) and the Termination Payments will constitute Employee's termination is pursuant exclusive rights and remedies with respect to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. (a) If 3.7.1. In the event the Employee's ’s employment pursuant to this Agreement is terminated by the Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Section 3.2.2(a) and a Change in Control has not occurred, then commencing with the Company terminates for whatever reasonfirst payroll date immediately following the effective date of such termination, the Company Employer will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to severance pay the Employee and liquidated damages an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date one-twelfth of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary Average Annual Compensation (as defined below) an amount in equal monthly installments for the remaining period of the Term (“Separation Pay”) subject to his Salary (at the rate in effect at the time any applicable provisions of Code Section 409A including but not limited to any required payment deferral or delay. 3.7.2. The provisions of this Agreement providing for payments upon a termination of the Employee's termination ’s employment pursuant to this Agreement are intended to specify a “separation from service” payment event within the meaning of employmentSection 409A(a)(2)(A)(i) for a period of six months following the date Code and the regulations thereunder, and shall be construed accordingly. Termination of employment means the complete cessation of the Employee's Death’s rendering of services to the Employer including death, disability and retirement and as may be determined under Treasury Regulation Section 1.409A-1(h). 3.7.3. For purposes of this provision, In the event a Change in Control has occurred or in anticipation thereof and the Employee's Beneficiary shall be the Employee's spouse; if the Employee ’s employment pursuant to this Agreement is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is terminated by Employer pursuant to Section 8(d), the Company shall continue 3.2.1(b) or by Employee pursuant to pay the Employee an amount equal to his Salary Section 3.2.3 within one (at the rate in effect at the time 1) year of his termination of employment) for a period of six months following the effective date of such Change in Control, the Employee shall be entitled to a lump sum payment equal to his Average Annual Compensation and shall be paid such lump sum payment by Employer within 24 hours of the effective date of termination of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his ’s employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. For clarity, in the event a payment is made under this Section 3.7.3, Employee is not entitled to a payment under Section 3.7.1. As used herein, the term “Average Annual Compensation” means the Employee’s average annual taxable compensation (as defined under Internal Revenue Service regulations promulgated under section 280G of the Internal Revenue Code to include not only base salary and bonuses but also stock and stock options and other taxable incentives) paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer). In the event any payments are required to be a payment is made to the Employee pursuant to under this Section 93.7.3, the Employee shall not be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable entitled to any subsequent employment that the Employee may obtainother severance payments.

Termination Payments. (a) If the this Agreement is terminated pursuant to Subsections 11.1 (a) (i) or 11.1 (a) (ii) hereof, no severance or termination pay whatsoever shall be due Employee's employment with the Company terminates for whatever reason, the Company will pay the . Employee however shall receive any portion of the unpaid Base Salary payments accrued hereunder on or prior to the date of termination but not paid to the Employee as of such datetermination. (b) If this Agreement is terminated pursuant to Subsection 11.1 (c) hereof due to Employee's death, his estate or designated beneficiary (which beneficiary Employee may designate by filling a written notice with the Company that shall be effective when filed and that may be altered or revoked by Employee at any time) shall receive payments totalling five hundred thousand dollars ($500,000). Company shall purchase and maintain "Key Man Insurance" containing customary terms and conditions on Employee in an amount which would be sufficient to cover such termination payments. Company shall have all incidents of ownership in such insurance policy but the proceeds of such insurance shall be payable to the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employmentdesignated beneficiary. (c) If the this Agreement is terminated pursuant to Subsection 11.1 (b) hereof due to Employee's termination is pursuant permanent disability, Employee shall receive the amount of any benefits payable under any group disability insurance program administered and offered to Section 8(a), Employee by the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estateCompany. (d) If the Employee's termination this Agreement is terminated pursuant to Section 8(d)Subsection 11.1(a)(iii) or 11.1(d) hereof, the Company shall continue to must pay the Employee an amount equal to his the lesser of Employee's annual Base Salary (at on the rate date of such termination or the total Base Salary due Employee during the remainder of the Term in effect at on the time date of his termination termination; provided, however, that such amount shall not be less than the total of employment) Employee's Base Salary payments for a one hundred eighty day period. Company may elect to pay this amount (i) as a lump sum within sixty (60) days of the date of termination or (ii) ratably in monthly installments during the lesser of the remainder of the Term in effect on the date of termination or six months. (e) If the Company elects not to renew this Agreement pursuant to Section 1 hereof, the Company shall pay Employee a severance payment equal to Employee's Base Salary payments for a one hundred eighty day period. Company may elect to pay this amount (i) as a lump sum on the last day of the Term or (ii) ratably in monthly installments during the three-month period of six months following the effective date last day of the Employee's termination of employment. The foregoing payments upon termination Term. (f) Employee shall constitute the exclusive payments due not be required to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by mitigate the amount of any termination payment received provided for in this Subsection 11.2 hereof by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek seeking other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainor by other means.

Termination Payments. If: (a) If the Employee's employment with the Executive dies; (b) Executive suffers a Disability; (c) Company terminates Executive without Cause; or (d) Executive terminates this Contract for whatever reasonGood Reason, then the Company will pay following shall apply: a. During the Employee any portion remainder of the Salary accrued hereunder Term of this Contract, Company shall continue to pay Executive (or, in the event of Executive’s death, to Executive’s wife or his estate, whichever is applicable) his base salary under paragraph “4.a.” above on or a periodic basis at the same rate as payable immediately prior to the date of termination but not paid to termination; b. During the Employee as remainder of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f)Term of this Contract, the Company shall continue to pay Executive (or, in the Employee an amount equal event of Executive’s death, to Executive’s wife or his Salary estate, whichever is applicable) his Pre-Tax Bonus under paragraph “4.b.” However, in the event that the Term of this Contract ends on a date other than December 31, then, for the calendar year during which the Term of this Contract terminates, Company shall pay to Executive or his estate his “Proportionate Share” of such Pre-Tax Bonus. For this purpose, his “Proportionate Share” will be a fraction the numerator of which is the number of days in such calendar year ending with the end of the Term of this Contract and the denominator of which is the total number of days in such calendar year. The final payment of such Proportionate Share shall be paid to Executive (or, in the event of death, to Executive’s spouse or his estate, whichever is applicable) no later than twenty (20) days after receipt of Company’s audit. Notwithstanding the foregoing, in the event payments are being made to Executive on account of a Change in Control based upon a hostile takeover of Company, the Pre-Tax Bonus under paragraph “4.b.” shall be determined based upon the highest pre-tax earnings of Company in the three calendar years immediately preceding the calendar year in which termination occurs; c. During the remainder of the Term of this Contract, Company shall keep in full force and effect all of those fringe benefits referred to above in paragraph “5.b.” (“Medical Benefits”), “5.c.” (“Insurance”), and 5.d.” (“Dental Benefits”). With regard to Key-man insurance policies of any kind on the life of Executive under paragraph “6.” of this Contract, Executive may, at any time during the rate remainder of the Term of this Contract, elect (by written notice given to Company) to have Company transfer to Executive whatever ownership rights Company may have in effect any such policy or policies for a consideration of Ten Dollars ($10) plus any cash value that may exist under such policies. If, at the time of Executive’s cessation of his performance of his duties as provided under paragraph “3.” above (other than termination by Company for Cause), Company was providing an automobile to Executive under paragraph “5.e.” above, Company will, not later than by March 15 following the end of the calendar year in which Executive’s employment terminates, for a consideration of Ten Dollars ($10) cash paid to Company: (i) if Company owned the automobile, Company shall transfer the title (free and clear of any liens or other encumbrances) to Executive along with any insurance coverage (if assignable), Executive understanding that such “bargain” transaction may generate taxable income; and (ii) if Company was leasing such automobile, Company shall assign to Executive all of its right, title, and interest in and to such lease (and, upon termination of employmentsuch lease, purchase the leased auto pursuant to the lease agreement and convey ownership thereof free and clear of all security interests, liens, or other encumbrances to Executive or his beneficiary or estate); d. Sec. 416(i) of the Code defines “key employee” as meaning an employee who, at any time during the period commencing on the effective date year, is: (i) an officer having an annual compensation greater than $130,000; (ii) a five percent owner of the Employee's employer; or (iii) a one percent owner of the employer having an annual compensation from the employer of more than $150,000. Sec. 409A of the Code provides that deferred compensation benefits payable as a result of termination of employment and ending on cannot be made to “key employees” of publicly-traded corporations or their subsidiaries prior to the second anniversary date that is six (6) months after the employee’s separation from service. Accordingly, notwithstanding what is stated in subparagraphs “a.” through “c.” above, in the event any of the Effective Date (or the expiration such payments are to be made as a result of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following Executive’s termination of the Employee's employment. (c) If the Employee's termination employment at a time when Executive is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary a “key employee” (as defined belowabove) an of Company, then the amount equal so owing shall accrue but shall not be physically paid until at least six (6) months following Executive’s separation from service, but only to his Salary (at the rate extent required under Sec. 409A of the Code and authoritative guidance thereunder. e. Notwithstanding what is stated in effect subparagraphs “a.” through “c.” above, in the event any of such payments are subject to Sec. 409A of the Code, the payment of such amounts will be modified in order to be exempt from Sec. 409A to the extent possible, otherwise to be in compliance with Sec. 409A, and that the parties understand and agree that the Contract will be amended as needed in order to specify the particular payment’s requirements and limitations as modified. For example, in the event that, at the time of the Employee's Executive’s termination of employment) for , he is deemed to be a period “key employee” (see subparagraph “d.” above), then the full amounts of deferred compensation which could not be paid during the first six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary termination shall be paid in the Employee's spouse; if seventh month following the Employee is not married on his date of Deathtermination. However, in the Employee's childrenevent of any such modification and/or amendment which has the effect of reducing the economic benefit receivable by Executive under this Contract, per stirpes; and otherwise, Company shall pay to Executive a reimbursement amount which will have the Employee's estateeffect of offsetting (on an after-tax basis) the amount of such economic benefit lost. f. Upon failure to make any payment as above provided, which failure continues uncorrected for ten (d10) If the Employee's termination is pursuant to Section 8(ddays after receipt of written demand by Executive (or Executive’s legal representative), Executive (or Executive’s legal representative) may by notice in writing declare all future payments under this Contract to be immediately due and payable, and such amounts shall bear interest from the Company shall continue to pay the Employee an amount equal to his Salary (date of receipt of such written declaration at the maximum legal rate then in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination until such amount is paid in full; and g. Executive shall constitute the exclusive payments due not be required to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by mitigate the amount of any payment received provided for in this paragraph “9” by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek seeking other employment andor otherwise, in such case, there nor shall be no offset against any amounts due to the Employee under this Agreement on account amount of any remuneration attributable to payment provided for in this paragraph be reduced by any subsequent compensation earned by Executive as the result of self-employment that the Employee may obtainor employment by another employer.

Termination Payments. (a) If Subject only to Section 7(b), upon termination of the Employee's ’s employment with during the Company terminates for whatever reasonEmployment Term, the Company will sole obligation of the Employer to make any cash payment to the Employee shall be to pay the Employee (i) any portion of the Base Salary accrued hereunder and bonus which has been earned but unpaid as of the date of the Employee’s termination of employment with the Employer (the “Termination Date”) and (ii) reimbursement of reasonable and necessary business expenses incurred by the Employee in connection with the Employee’s employment on behalf of the Employer on or prior to the date of termination Termination Date but not previously paid to the Employee as of such date(collectively, the “Accrued Compensation”). (b) If the Employee's termination employment of the Employee is terminated during the Employment Term by the Employer pursuant to Section 8(e6(d) or Section 8(f)other than for Cause, the Company sole obligation of the Employer to make any cash payment to the Employee other than the payment of the Accrued Compensation shall continue be to pay the Employee an amount of severance pay equal to the sum of 100% of the Base Salary and 100% of the Target Bonus, each as in effect as of the Termination Date. Such severance pay shall be paid in twelve substantially equal monthly installments commencing within 30 days of the Termination Date; provided, however, that in the event the Employee breaches any of the covenants set forth in Section 8 hereof following the Termination Date, all severance payments shall cease and the Employer shall have no further obligations under this Section 7(b). The Company will also, for the period during which it is making such severance payments to the Employee, provide the Employee and his Salary (dependents, at the rate in effect at Company’s cost, continued group medical insurance coverage, so long as such continuation is available pursuant to a valid election for continuation of coverage. The obligation of the time of his termination of employmentEmployer to pay the severance pay pursuant to this Section 7(b) during the period commencing shall be conditioned on the effective date Employee’s execution of a general release in form satisfactory to the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employmentEmployer. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time Notwithstanding any other provisions of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan if Section 409A of the Company which provides benefits after termination Internal Revenue Code of employment1986, other than as amended, would cause the imposition of an excise tax on the severance pay or salary continuation which shall be reduced by payments as provided in this Section 7, then payment of the amount severance payments will commence upon the earliest date that complies with Section 409A without the imposition of any the excise tax, and the first installment will include all portions of the severance payment received by that would have been paid but for the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made application of Section 409A to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainseverance payments.

Termination Payments. (a) If the EmployeeExecutive's employment with the Company terminates is terminated (a) by the Company for whatever reasonCause, (b) by the Executive upon a Change of Control or (c) upon the dissolution of the Company, the Company will pay the Employee Executive (i) any portion accrued and unpaid Base Salary as of the Salary accrued hereunder Termination Date and (ii) an amount to reimburse the Executive for any and all monies advanced or expenses incurred in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on or behalf of the Company prior to the date of termination but not paid Termination Date. The Executive's entitlement to other benefits shall be delivered in accordance with the Employee as of such dateCompany's benefit plans then in effect. (b) If the EmployeeExecutive's termination employment with the Company is pursuant to Section 8(e) terminated by reason of the Executive's death or Section 8(f)Disability, the Company Company's sole obligation under this Agreement shall continue be to pay or provide the Employee an amount equal to Executive or his Salary estate: (at i) the rate in effect at payments required by Section 8(a) hereof and (ii) a pro rata portion of the time Annual Bonus for the year of his termination of employment) during the period commencing based on the effective Company's performance for the full calendar year in which termination occurs and on the number of days elapsed in such year through the date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employmenttermination. (c) If the EmployeeCompany terminates Executive's termination is pursuant to Section 8(a)employment without Cause, all stock options held by the Executive that have not vested shall automatically vest and the Company shall (i) pay or provide the Employee's Beneficiary Executive the payments required by Section 8(b) hereof, (as defined belowii) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Executive the Base Salary (at for one year following such termination or the rate in effect at the time of his termination of employment) for a period of six months following the effective date remainder of the Employee's Employment Term, whichever is less, and (iii) provide to the Executive and his beneficiaries for one year following such termination of employment. The foregoing payments upon termination shall constitute or the exclusive payments due to or in respect remainder of the Employee upon Employment Term, whichever is less, employee benefits substantially similar in the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due aggregate to those provided to the Employee under any plan other most senior executives of the Company which provides Company; provided, however, that the Company's obligation with respect to the foregoing benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by to the amount of extent the Executive or his beneficiaries obtains any payment received by the Employee following his termination such benefits pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any a subsequent employment that the Employee may obtainemployer's benefit plans.

Termination Payments. (a) If In the event of the termination of Employee's employment with the Company terminates for whatever reasonCompany, Employee will be paid an amount determined as follows: (i) In the Company event of termination of Employee's employment by reason of his death or Disability, Employee or in the case of Employee's death, Employee's surviving spouse or other beneficiary designated by Employee during his lifetime, or Employee's estate, as appropriate, will pay the Employee any portion be entitled to payment of the his Base Salary accrued hereunder on or prior to through the date of his termination but not paid to the Employee as of such dateemployment and for a period of six (6) months thereafter. (bii) If In the event of termination of Employee's termination is pursuant to employment by reason of the Company terminating him for Cause or in the event that Employee voluntarily terminates his employment other than as provided in Section 8(e) or Section 8(f6(c), he will be paid his Base Salary through the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time date of his termination of employment. (iii) during In the period commencing on event that Employee violates Section 7 of this Agreement, the effective Company's obligation to pay Employee pursuant to this Section 6 shall terminate. (iv) In the event of termination of Employee's employment by reason of the Company terminating him without cause and as damages therefor, Employee will be entitled to payment of his Base Salary through the date of the Employee's his termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two twelve (212) years following termination of the Employee's employmentmonths thereafter. (cv) If the Employee's employment shall be terminated by Company or Employee within one (1) year after a Change in Control, Employee will be entitled to the payment of his Base Salary through the date of his termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) and for a period of six twelve (12) months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estatethereafter. (dvi) If The termination payments due hereunder shall be in lieu of any and all other amounts for which Company may be liable under any laws, rules or regulations relating to the Employee's termination is pursuant employer-employee relationship. As a condition to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date receipt of the Employee's termination payments provided for hereunder, Employee or his personal representative shall execute a general release of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or all claims in respect favor of the Employee upon the termination of his employment Company. Except as provided in Section 6(b) above, any amounts due from Company under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which Section 6(d) shall be reduced reduced, on a dollar for dollar basis, by the amount of any payment received earnings derived by Employee from employment obtained after the termination date, and Employee following his termination pursuant agrees to this Agreementprovide to the Company verified information with respect to such earnings. In the event any payments are required to be made to of the termination of employment of Employee by Company pursuant to this Section 96(c) or in the event of a Change of Control, the Employee shall be under no obligation hereby agrees to seek other employment and, in such case, there shall be no offset against any amounts due utilize his best efforts to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainlocate new employment.

Termination Payments. (a) If the Employee's employment with -------------------- the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) paid. If the Employee's termination is employment with the Company terminates pursuant to Section 8(e6(a)(vi) or Section 8(f)6(a)(vii)(x) hereof, the Company will pay the Employee any portion of Employee's bonus compensation pursuant to Section 3(c) hereof which has accrued hereunder on or prior to the date of termination but has not been paid (the "Prorata Bonus"). The Prorata Bonus shall be calculated by: (i) annualizing the Company's performance through the date of termination for the fiscal year in question; (ii) determining the bonus compensation due to the Employee pursuant to Section 3(c) hereof on the basis of the Company's annualized results for the fiscal year in question; and (iii) prorating the bonus compensation based on the number of weeks worked by the Employee during the fiscal year in question. Except for purposes of this Section 7, the Employee's bonus compensation pursuant to Section 3(c) for any fiscal year shall not be deemed to have been accrued prior to the completion of the fiscal year in question. If the Employee's employment with the Company terminates pursuant to Section 6(a)(vi) or Section 6(a)(vii)(x) hereof, the Company will continue to pay the Employee an amount equal to his the Employee's Salary (at the salary rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (cemployment hereunder) If until the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time fourth anniversary of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employmenthereof. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. (a) If Subject only to Section 10(b), upon termination of the Employee's employment with the Company terminates for whatever reason’s employment, the Company will sole obligation of the Employer to make any cash payment to the Employee shall be to pay the Employee (i) any portion of the Base Salary accrued hereunder and bonus which has been earned but unpaid as of the date of the Employee’s termination of employment with he Employer (the “Termination Date”) and (ii) reimbursement of reasonable and necessary business expenses incurred by the Employee in connection with the Employee’s employment on behalf of the Employer on or prior to the date of termination Termination Date but not only previously paid to the Employee as of such date(collectively, the “Accrued Compensation”). (b) If the Employee's termination employment of the Employee is terminated during the Employment Term by the Employer pursuant to Section 8(e9(e) or by the Employee pursuant to Section 8(f9(f), in addition to the payment of the Accrued Compensation and the continuation of medical benefits described in the penultimate sentence of this Section 10(b), the Company Employer shall continue to pay the Employee an aggregate amount or severance pay equal to the sum of 100% of the annual Base Salary and 100% of the annual Target Bonus, each as in effect as of the Termination Date. Such severance pay shall be paid in twelve substantially equal monthly installments commencing within 30 days after the Termination Date; provided, however, that in the event the Employee breaches any of the covenants set forth in Section 11 hereof, all severance payments shall cease and the Employer shall have no further obligations under this Section 10(b). The Employer will also, for the period during which it is making such severance payments to the Employee, provide the Employee and his Salary (dependents, at the rate in effect at Employer’s cost, continued group medical insurance coverage, so long as such continuation is available pursuant to a valid election for continuation of coverage. The obligation of the time of his termination of employmentEmployer to pay the severance pay pursuant to this Section 10(b) during the period commencing shall be conditioned on the effective date Employee’s execution of a general release in form satisfactory to the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employmentEmployer. (c) If the Employee's The Employer shall have no obligation for post-termination is pursuant payments to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; except as set forth in Section 10(a) and otherwise, the Employee's estate10(b) above. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time Notwithstanding any other provisions of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan if Section 409A of the Company which provides benefits after termination Internal Revenue Code of employment1986, other than as amended, would cause the imposition of an excise tax on the severance pay or salary continuation which shall be reduced by payments as provided in this Section 10, then payment of the amount severance payments will commence upon earliest date that complies with Section 409A without the imposition of any the excise tax, and the first installment will include all portions of the severance payment received by that would have been paid but for the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made application of Section 409A to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainseverance payments.

Termination Payments. (a) If the EmployeeExecutive's employment with the Company terminates for whatever reasonor the Initial Term or any Additional Term expires, the Company will Company's, its subsidiaries' and its affiliates' sole obligation hereunder, except as otherwise provided in this Section 6, shall be to pay the Employee Executive (a) any portion accrued and unpaid Base Salary as of the Salary accrued hereunder Termination Date and (b) an amount equal to such reasonable and necessary business expenses incurred by the Executive in connection with the Executive's employment on behalf of the Company on or prior to the date of termination Termination Date but not previously paid to the Employee as of such date. Executive (the "Accrued Compensation"). In addition, if the Executive's employment with the Company terminates pursuant to either Section 5(c) or Section 5(d) hereof, or if the Company elects not to extend the Initial Term or any Additional Term for any reason other than Cause (each, a "Severance Event"), the Company's, its subsidiaries' and its affiliates' sole obligation hereunder shall be to (a) pay the Accrued Compensation, (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Executive the Base Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months twelve months, commencing with the first of the month following the month in which termination takes place, (c) pay the Executive 100% of the average Management Incentive Plan compensation (or successor thereto) paid or payable to him for the three completed fiscal years immediately prior to the date of such termination (including the Employee's Death. For purposes year of this provision, the Employee's Beneficiary shall be the Employee's spouse; termination if the Employee is not married Termination Date occurs on his date the last day of Deatha fiscal year) (the "MIP Severance"), the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay provide the Employee an amount equal to his Salary (at Executive with the rate benefits described in effect at the time Section 4 of his termination of employment) this Agreement for a period of six twelve months following after the effective date of such termination and (e) pay up to $25,000 for outplacement assistance on behalf of the EmployeeExecutive in the form of professional consultation and administrative assistance during the twelve months after the date of such termination, in the latter case, subject to the Company's termination approval which may not be unreasonably withheld. All monies due under (b), (c) and (d) above will be reduced by an amount equivalent to any and all compensation, in whatever form received or promised, that is paid to the executive for services or advice of employmentany kind provided to another organization or individual during the twelve month period following termination. The foregoing payments upon termination shall constitute executive recognizes and agrees to promptly and accurately report all such compensation to the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but company. The Company shall have no effect on obligation to the Executive for any payments or benefits which may be due other than the Employee under Accrued Compensation if the Executive (i) elects not to extend the Initial Term or any plan of Additional Term or (ii) terminates his employment with the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainfor Good Reason.

Termination Payments. Executive (or his or her estate pursuant to Section 6(a) hereof) shall be entitled to receive the following payments upon termination of his or her employment hereunder: (a) If In the Employee's event of the termination of Executive’s employment with pursuant to Section 6(a) or 6(f) hereof, or by the Company terminates pursuant to Section 6(d)(i) for whatever reasonCompany’s Good Reason or pursuant to Section 6(g) , the Company will shall pay to Executive (or his or her estate, as the Employee case may be) as soon as practicable following such termination any portion of the accrued and unpaid Base Salary accrued hereunder on or prior to through the date of termination but not paid to the Employee as of such dateprovided in Section 3 hereof. (b) If In the Employee's event of the termination is of Executive’s employment pursuant to Section 8(e6(b) hereof, the Company shall pay to Executive for a period of twelve (12) months after the date of termination the amount of the Base Salary through the end of such twelve (12) month period, less any amounts paid to Executive pursuant to disability insurance, if any, provided by the Muzak Entities. (c) In the event of termination of Executive’s employment pursuant to Section 6(c), Section 6(d)(ii), or Section 8(f6(e), the Company shall continue to pay the Employee an amount equal to his Base Salary for twelve (at 12) months after the rate in effect at date of termination. In the time event of his termination of employment) during the period commencing on the effective date of the Employee's termination of Executive’s employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 16(c). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a6(d)(ii), or Section 6(e), the Company shall further pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six twelve (12) months following after the date of such termination for all COBRA premiums associated with the Employee's Death. For purposes continuation of this provision, the Employee's Beneficiary Company’s group health and group dental coverages for Executive and his participating family members; the Company’s obligations to pay such COBRA premiums shall be extend solely to those plans in which Executive was enrolled on the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; day prior to Executive’s termination and otherwise, the Employee's estatesolely to those participating family members that Executive had enrolled in such plans prior to Executive’s termination. (d) If Without limiting the Employee's termination is pursuant remedies available to Section 8(d), the Company shall continue to pay for breach by Executive of Section 9 or 10 hereof, in the Employee an amount equal to his Salary (at event that Executive violates the rate in effect at the time provisions of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to Section 9 or in respect of the Employee upon 10 after the termination of his or her employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of with the Company which provides benefits after in a manner reasonably determined by the Company to be materially injurious to any Muzak-Related Company (as that term is defined in Section 9), any termination of employment, other than severance pay or salary continuation which payments provided in this Section 7 remaining unpaid at the time such violation occurs shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainautomatically forfeited.

Termination Payments. (a) If Upon any termination of the Employee's employment with the Company terminates for whatever reasonExecutive’s employment, the Company will pay the Employee he shall be entitled to payment of any earned but unpaid portion of the Salary accrued hereunder on or prior Base Salary, bonus, benefits and unreimbursed business expenses, in each case with respect to the date period ending on the Date of termination but not paid to the Employee as of such dateTermination. (b) If In addition to the Employee's termination payments and benefits provided in Section 8(a), if the Executive’s employment is pursuant terminated (x) by the Company without Cause (other than due to Section 8(edeath or Disability) or Section 8(f)(y) by the Executive for Good Reason, or (z) by the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or Executive immediately after the expiration of the then current Initial Employment Term if due to the Agreement has been extended pursuant to Section 1). In additionCompany’s provision of a Non-Renewal Notice, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment.then: (ci) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount Executive the Severance Payments in equal to his Salary (at monthly installments beginning with the rate month following the month in effect at which the time Date of Termination occurs for the duration of the Employee's termination applicable Severance Period; (ii) the Company shall provide the Executive with continued medical coverage at active-employee rates for the duration of employmentthe applicable Severance Period or, if earlier, until the Executive receives subsequent employer-provided coverage; and (iii) the Executive shall vest as of the Date of Termination in the portion of the Equity Awards that would otherwise have become vested during the applicable Severance Period, with the vested portion of any stock options remaining exercisable for a the shorter of the one-year period of six months following the date Executive’s Date of Termination and the remainder of the Employee's Deathoriginal term. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d8(b), the Company “Severance Payments” shall continue to pay the Employee be an amount equal to his 1/12 the sum of the Executive’s Base Salary (at the rate and 100% Target Bonus, in each case as in effect at on the time Executive’s Date of his termination Termination; the “Severance Period” shall be a number of employmentmonths that for purposes of clauses (x) and (y) above shall be 24 months and that for a period purposes of clause (z) above shall be 12 months; and the “Equity Awards” shall be the portion of the Initial RSU Award, the Annual Awards, if any, and the Prior Awards, as set forth in Section 5 hereof. Payment of the Severance Payments and other benefits provided under this Section 8(b) shall be conditioned upon the Executive’s execution and delivery of an irrevocable general release in form satisfactory to the Company and the Executive. To the extent required to comply with Section 409A of the Code, payments and benefits under this Section 8 shall be delayed for six months following the effective date Date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainTermination.

Termination Payments. (a) If the Employee's employment with performance of services for the Company terminates is terminated (i) by the Company for whatever reasonCause, (ii) by the Employee or (iii) upon the dissolution of the Company, the Company will pay the Employee (i) any portion accrued and unpaid Base Compensation as of the Salary accrued hereunder Termination Date and (ii) an amount to reimburse the Employee for any and all monies advanced or expenses incurred in connection with the Employee's performance of services for reasonable and necessary expenses incurred by the Employee on or behalf of the Company prior to the date of termination but not paid Termination Date. The Employee's entitlement to other benefits shall be delivered in accordance with the Employee as of such dateCompany's benefit plans then in effect. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), performance of services for the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date is terminated by reason of the Employee's termination of employment and ending on the second anniversary of the Effective Date (death or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In additionDisability, the Company Company's sole obligation under this Agreement shall continue be to pay or provide the Employee's then current medical coverage for a period of two (2Employee or his estate the payments required by Section 7(a) years following termination of the Employee's employmenthereof. (c) If the Employee's termination performance of services for the Company is terminated without Cause (including, without limitation, pursuant to Section 8(a6(c)), all stock options held by the Employee that have not vested shall automatically vest and the Company shall pay the Employee's Beneficiary (shall, for so long as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is has not married on breached any of his date of Deathobligations under Section 8, (i) pay or provide the Employee's childrenEmployee the payments required by Section 7(a) hereof, per stirpes; and otherwise, the Employee's estate. (dii) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at Base Compensation for the time of his termination of employment) for a period of six months following the effective date remainder of the Employee's termination of employment. The foregoing payments upon termination shall constitute Services Term, (iii) provide to the exclusive payments due to or in respect Employee and his beneficiaries for the remainder of the Employee upon Services Term, employee health benefits substantially similar in the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due aggregate to those provided to the Employee under any plan other most senior executives of the Company which provides Company; provided, however, that the Company's obligation with respect to the foregoing benefits after termination of employment, other than severance pay or salary continuation which shall be reduced to the extent the Employee or his beneficiaries obtains any such benefits pursuant to another employer's or similar entity's benefit plans and (iv) provide for an expiration date of August 12, 2002 for all stock options held by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainEmployee.

Termination Payments. (a) If the Employee's Executive’s employment with the Company terminates pursuant to Subsection (a), (b), (c) or (d) of Section 7 (or, for whatever reasonthe avoidance of doubt, upon expiration of the Employment Term), the Company will shall pay the Employee Executive: (i) any portion accrued and unpaid Base Salary as of the Salary accrued hereunder Termination Date and (ii) an amount equal to such reasonable and necessary business expenses incurred by the Executive in connection with the Executive’s employment on behalf of the Company on or prior to the date of termination Termination Date but not previously paid to the Employee as of such dateExecutive (the “Accrued Compensation”). (b) If the Employee's termination is Executive’s employment with the Company terminates pursuant to Section 8(eSubsection (e) or Subsection (f) of Section 8(f)7, subject to the Executive’s continued compliance with Section 9 and subject to the release described in Subsection (d) of this Section 8 becoming effective: (i) the Company shall pay the Executive the Accrued Compensation; (ii) for the shorter of (A) the remainder of the Employment Term or (B) the one-year period following the Termination Date, the Company shall continue to pay the Employee an amount equal Executive the Base Salary in accordance with the normal payroll practices of the Company; (iii) the Company shall pay, to his Salary (the extent unpaid, the Bonus with respect to services performed in 2009 and 2010 at the rate same time as such bonuses are paid to employees generally and subject to the performance criteria to which such Bonus would have been subject had the Executive remained employed through the end of the Employment Term; provided, that, notwithstanding the foregoing, any Bonus payable with respect to services performed in effect 2009 shall be paid in 2010 and any Bonus payable with respect to services performed in 2010 shall be paid in 2011; (iv) all unvested shares of Restricted Stock granted under Section 3(i) of the Restricted Stock Agreement shall remain outstanding and eligible to become vested at the time of his termination of employment) during the period commencing on the effective date and subject to attainment of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouseperformance conditions specified therein; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. (a) If the Employee's employment with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) paid. If the Employee's termination is employment with the Company terminates pursuant to Section 8(e6(a)(vi) or Section 8(f)6(a)(vii)(x) hereof, the Company will pay the Employee any portion of Employee's bonus compensation pursuant to Section 3(c) hereof which has accrued hereunder on or prior to the date of termination but has not been paid (the "Prorata Bonus"). The Prorata Bonus shall be calculated by: (i) annualizing the Company's performance through the date of termination for the fiscal year in question; (ii) determining the bonus compensation due to the Employee pursuant to Section 3(c) hereof on the basis of the Company's annualized results for the fiscal year in question; and (iii) prorating the bonus compensation based on the number of weeks worked by the Employee during the fiscal year in question. Except for purposes of this Section 7, the Employee's bonus compensation pursuant to Section 3(c) for any fiscal year shall not be deemed to have been accrued prior to the completion of the fiscal year in question. If the Employee's employment with the Company terminates pursuant to Section 6(a)(vi) or Section 6(a)(vii)(x) hereof, the Company will continue to pay the Employee an amount equal to his the Employee's Salary (at the salary rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (cemployment hereunder) If until the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time fourth anniversary of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employmenthereof. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. (a) If Upon any termination of the Employee's employment with the Company terminates for whatever reasonExecutive’s employment, the Company will pay the Employee he shall be entitled to payment of any earned but unpaid portion of the Salary accrued hereunder Base Salary, bonus, benefits and unreimbursed business expenses, in each case with respect to the period ending on the Date of Termination. In addition, upon termination of Executive’s employment without Cause or prior a termination by Executive with Good Reason or a termination on account of the expiration of the Employment Term, Executive will be entitled to a pro-rated bonus for the year of termination (calculated at the end of the fiscal year and then pro rated through the date of termination but not termination) provided that applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Employee as Company. Such payments shall be made in accordance with the provisions of such dateSection 3 and Section 4 of this Agreement. (b) If In addition to the Employee's termination is pursuant to payments and benefits provided in Section 8(e) or Section 8(f9(a), if the Executive’s employment is terminated (x) by the Company shall continue to pay without Cause, (y) by the Employee an amount equal to his Salary Executive for Good Reason or (at the rate in effect at the time z) on account of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In additionTerm, (i) outstanding equity awards (excluding, however, the Company Performance Shares if such Performance Shares have not vested by their own terms) held by the Executive shall continue vest and/or become exercisable, (ii) the Employee's then current medical coverage period for a period exercising any vested stock options held by the Executive shall be extended to the later of two (2) years following one year from the Termination Date or one year from the date of termination of the Employee's employment. Executive’s service as a director of the Company (c) If but in no event beyond the Employee's termination is pursuant to Section 8(aremaining term of the option), (iii) the Company shall pay the Employee's Beneficiary Executive the Severance Payment within the 60 day time period specified below and (as defined belowiv) an amount equal to his Salary the Company shall provide the Executive with continued medical coverage at active-employee rates for two years or, if earlier, until the Executive receives subsequent employer-provided coverage (at whether or not the rate in effect at Executive is eligible for COBRA continuation coverage under the time of the Employee's termination of employment) for a period of six months following the date of the Employee's DeathCompany’s health plan). For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d9(b), the Company “Severance Payment” shall continue to pay the Employee an amount be a lump-sum cash payment equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months $1,466,923. The Severance Payment shall be paid no later than 60 days following the effective date Date of Termination; provided the Employee's termination of employment. The foregoing payments upon termination shall constitute Executive has executed the exclusive payments due release referred to or in below and any waiting period with respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreementsuch release has elapsed. In the event any payments are required to be made addition, (i) provision of continued medical coverage to the Employee Executive pursuant to this Section 9, 9(b) during any one calendar year shall not affect the Employee amount of such coverage provided during a subsequent calendar year; and (ii) provision of such continued medical coverage may not be exchanged or substituted for other forms of compensation to the Executive. Payment of the Severance Pay shall be under no obligation to seek other employment and, conditioned upon the Executive’s execution of a general release in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.form attached hereto as Exhibit A.

Termination Payments. (a) If the EmployeeExecutive's employment with the Company terminates for whatever reasonpursuant to Subsection (a), (b), (c) or (d) of Section 7, the Company will shall pay the Employee Executive: (i) any portion accrued and unpaid Base Salary as of the Salary accrued hereunder Termination Date and (ii) an amount equal to such reasonable and necessary business expenses incurred by the Executive in connection with the Executive's employment on behalf of the Company on or prior to the date of termination Termination Date but not previously paid to the Employee as of such dateExecutive (the "Accrued Compensation"). (b) If the EmployeeExecutive's termination is employment with the Company terminates pursuant to Subsection (e) of Section 8(e7: (i) or the Company shall pay the Executive the Accrued Compensation; (ii) for a period of one year following the Termination Date, but only for so long as the Executive is in compliance with Section 8(f)9, the Company shall continue to pay the Employee an amount equal Executive the Base Salary and Bonus in accordance with the normal payroll practices of the Company; and (iii) (x) the portion of the shares granted under Sections 3(i) and 3(ii) of the Restricted Stock Agreement that are scheduled to his Salary (at become vested within one year following the rate in effect at the time of his termination of employment) during the period commencing Termination Date shall become vested on the effective date Termination Date (without regard to whether the performance conditions relating thereto are satisfied) and the remaining portion of the Employee's termination of employment shares granted under such Sections shall be forfeited, and ending on the second anniversary (y) one-third of the Effective Date of the shares granted under Section 3(iii) of the Restricted Stock Agreement shall become vested (without regard to whether the performance conditions relating thereto are satisfied), and the Compensation Committee or the expiration Board of Directors will have the discretion to vest all or any part of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination remaining portion of the Employee's employmentRestricted Stock Agreement granted under such Section. (c) If the EmployeeExecutive's termination is employment with the Company terminates pursuant to Subsection (a) of Section 8(a)7, any shares granted under the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is Restricted Stock Agreement and not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is then forfeited pursuant to Section 8(d), the Company terms thereof shall continue to pay become vested and exercisable on the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainTermination Date.

Termination Payments. (aIn the event this Agreement is terminated by the Employer pursuant to Section 3.2.1(b) If or by the Employee's employment Employee pursuant to Section 3.2.2(a) and a Change in Control has not occurred, then commencing with the Company terminates for whatever reasonfirst payroll date immediately following the effective date of such termination, the Company Employer will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to severance pay the Employee and liquidated damages an amount equal to his Salary (at the rate in effect at current cash compensation for a period equal to the time of his termination of employment) during the period commencing on the effective date remainder of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1)Term. In addition, the Company shall Employer will continue to maintain the Employee's then current medical ’s health insurance coverage for a period of two (2) years following termination during the remainder of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreementterm. In the event any payments are required to be made to the a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to this Section 93.2.3, the Employee shall be under no obligation entitled to seek other employment and, in such case, there a lump sum payment equal to 2.99 times his Average Annual Cash Compensation and shall be no offset against paid such lump sum payment by Employer within 30 days of the effective date of termination of this Agreement. As used herein, the term “Average Annual Cash Compensation” means the Employee’s average annual cash compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer). To the extent Employee is granted any amounts due equity compensation, including but not limited to stock options or a management reward and retention plan, the terms of any agreement related to such equity compensation shall provide that Employee’s right to such compensation fully vests upon a Change in Control, to the extent permitted by applicable law. Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under this Agreement on account Section 4999 of any remuneration attributable to any subsequent employment the Internal Revenue Code that would be payable by the Employee may obtain(the “Excise Taxes”)) if the Employee were to receive the Total Payments has an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Termination Payments. (a) If the Employee's employment with the Company terminates for whatever reason, the Company will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.of

Termination Payments. (aIn the event this Agreement is terminated by the Employer pursuant to Section 3.2.1(b) If or by the Employee's employment Employee pursuant to Section 3.2.2(a) and a Change in Control has not occurred, then commencing with the Company terminates for whatever reasonfirst payroll date immediately following the effective date of such termination, the Company Employer will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to severance pay the Employee and liquidated damages an amount equal to his Salary (at the rate in effect at current cash compensation for a period equal to the time of his termination of employment) during the period commencing on the effective date remainder of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1)Term. In addition, the Company shall Employer will continue to maintain the Employee's then current medical ’s health insurance coverage for a period of two (2) years following termination during the remainder of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreementterm. In the event any payments are required to be made to the a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to this Section 93.2.3, the Employee shall be under no obligation entitled to seek other employment and, in such case, there a lump sum payment equal to 2.00 times her Average Annual Cash Compensation and shall be no offset against paid such lump sum payment by Employer within 30 days of the effective date of termination of this Agreement. As used herein, the term “Average Annual Cash Compensation” means the Employee’s average annual cash compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer). To the extent Employee is granted any amounts due equity compensation, including but not limited to stock options or a management reward and retention plan, the terms of any agreement related to such equity compensation shall provide that Employee’s right to such compensation fully vests upon a Change in Control, to the extent permitted by applicable law. Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under this Agreement on account Section 4999 of any remuneration attributable to any subsequent employment the Internal Revenue Code that would be payable by the Employee may obtain(the “Excise Taxes”)) if the Employee were to receive the Total Payments has an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Termination Payments. (a) If Except as provided in Section 4(b), in the event the Employee's ’s employment with is terminated by or at the Company terminates initiative of the Employer, other than (i) for whatever reasonurgent cause (“dringnde reden”), (ii) due to the Employee’s failure to perform his job duties as described in Section 1, or (iii) due to the Employee’s breach of Section 1(b), Section 1(c) or Section 6 of this Amended Agreement, the Company will Employer shall pay the Employee any portion a severance payment determined in accordance with Dutch law and shall pay the reasonable costs of shipping the Employee’s personal effects back to the original place of recruitment; provided that if the severance payment determined in accordance with Dutch law is, in the aggregate, less than six months’ Base Salary, the Employer shall pay a severance payment equal to six months Base Salary. For purposes of this Amended Agreement, the Employee’s original place of recruitment shall be deemed to be St. ▇▇▇▇▇▇▇, Illinois, U.S.A. (b) Notwithstanding the foregoing, in the event of a termination of the Employee’s employment within a two year period following the date of a Change in Control (a) by the Employer without Cause or (b) by the Employee for Good Reason (as such terms are defined below), the Employer shall pay to (or in the case of business expenses pursuant to clause (i), reimburse) the Employee, or his estate in the event of his death, within thirty (30) days following the Date of Termination (as defined below), (i) the Employee’s Base Salary accrued hereunder through the Date of Termination and outstanding business expenses (to the extent not theretofore paid), and any other amounts due to the Employee but which have not been paid, (ii) any earned but unpaid Annual Bonus in respect of a calendar year during the Bonus Period ending prior to or coincident with the Date of Termination, (iii) an Annual Bonus equal to the prior year’s Annual Bonus pro-rated for the year in which the Date of Termination occurs based on or the number of days occurring in such year prior to the date of termination but not paid termination; provided that all payments made under Section 2(h)(i) relating to the Employee as year in which the Date of such date. Termination occurs will be credited towards the satisfaction of the Employer’s obligation to pay under this clause (biii) If for the same period, (iv) a lump-sum payment equal to two times the sum of (x) the Employee's termination is pursuant to Section 8(e’s Base Salary (as in effect on the Date of Termination) or Section 8(f), and (y) the Company shall continue to pay average Annual Bonus earned by the Employee with respect to the two years preceding the Date of Termination, (v) reimbursement for outplacement services in an amount equal up to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of $25,000 upon the Employee's termination ’s submission of employment receipts for such services, and ending on (vi) continuation of medical and dental benefits under the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In additionEmployer’s employee benefit plans providing for such benefits, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination the Date of Termination; provided the Employee's employment. Employer’s obligation to provide continued welfare benefits under this clause (cvi) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be reduced to the Employee's spouseextent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; if and provided further that in the event that the Employee is not married on his date of Death, precluded from continuing full participation in the Employee's children, per stirpes; Employer’s welfare benefit plans that provide for the benefits described and otherwise, the Employee's estate. contemplated in this clause (d) If the Employee's termination is pursuant to Section 8(dvi), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment andprovided with the after-tax economic equivalent of any benefit or coverage foregone. For this purpose, in such case, there the economic equivalent of any benefit or coverage foregone shall be no offset against any amounts due deemed to be the total cost to the Employee under this Agreement of obtaining such benefit or coverage himself on account an individual basis. Payment of any remuneration attributable to any subsequent employment that the Employee may obtainsuch after-tax economic equivalent shall be made quarterly.

Termination Payments. Subject to clause (2) hereof, if the Company terminates the Executive's employment other than for Cause or disability, or if the Executive terminates his or her employment for Good Reason, the Company shall pay to the Executive the following amounts and provide the Executive with the following benefits: (a) If the Employee's employment with the Company terminates for whatever reasonnot previously paid, the Company will pay Executive shall be paid his or her Base Salary through the Employee any portion Date of Termination at the Salary accrued hereunder on or prior to rate in effect (or, if greater, the date rate required by Section 5(a) at the time the Notice of termination but not paid to the Employee as of such dateTermination was given. (b) If During the Employee's termination is pursuant to Section 8(e) or Section 8(f)remainder of the Employment Period, the Company shall continue to pay to the Employee an amount equal to Executive his Salary (or her salary on a monthly basis at the a rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term or, if the Agreement has been extended pursuant to Section 1). In additiongreater, the Company shall continue rate required by section 5(a)) immediately prior to the Employee's then current medical coverage for a period Date of two (2) years following termination of the Employee's employmentTermination. (c) If During the Employee's termination is pursuant to Section 8(a)remainder of the Employment Period, the Company Executive shall pay continue to receive benefits under the EmployeeCompany's Beneficiary (employee benefit plans described in Sections 5(d) and 5(f) hereof as defined below) an amount equal to his Salary (at if he or she remained employed by the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estateCompany. (d) If The Executive shall be considered fully vested in any compensation or benefit amounts accrued, accruable, or payable by the EmployeeCompany to the Executive under any Company-sponsored compensation or benefit plan, whether qualified or unqualified, and such other plans as may have been in effect for the Executive immediately prior to the Effective Date of this Agreement or the Date of Termination. (e) If, despite the provisions of Sections 7(d)(1)(c) and (d) above, benefits or service credits under any such employee benefit plan shall not be payable or provided under any such plan to the Executive or the Executive's termination dependents, beneficiaries, and estate, because he or she is no longer an employee of the Company, the Company shall, to the extent necessary, pay or provide for payment of such benefits and service credits for such benefits to the Executive, his or her dependents, beneficiaries, and estate. (f) The Executive may elect, within 60 days after the Date of Termination, to be paid a lump sum severance allowance, in lieu of the payments payable pursuant to Section 8(d7(d)(1)(b), (d), and (e) hereof, and in addition to the Company shall continue benefits payable or provided pursuant to pay the Employee Sections 7(d)(1)(a) and (c) hereof, in an amount which is equal to his Salary the sum of (at i) the rate in effect at the time total payments remaining pursuant to Section 7(d)(1)(b) of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on and (ii) any benefits which may be due other amounts payable to the Employee Executive under any plan Sections 7(d)(1)(d) and (e) of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. A. In the event of termination of the Employee's employment during the Employment Period: (i) by the Employer without Cause (pursuant to Section 3(f)); or (ii) by the Employee for Good Reason (pursuant to Section 3(d)) then, the Employee shall be entitled to the following payments: (a) Annual Base Salary through the Date of Termination (to the extent not paid) within 10 days following the Date of Termination; (b) Earned but unpaid Annual Bonus in respect of the year ended prior to the Date of Termination; (c) A pro rata portion of his target Annual Bonus (which target shall not be less than $500,000) based upon the number of months worked in the year in which the Date of Termination occurs; (d) Severance pay pursuant to the Top Management level of the Employer's Severance Plan; (e) Amounts vested under the terms of benefits plans in which he is a participant under the terms thereof; and (f) Unreimbursed expenses under Section 4 of this Agreement. B. The Employee shall not be entitled to any further payments or benefits under this Agreement in respect of any termination of the Employee's employment during the Employment Period by the Employer without Cause (pursuant to Section 3(f)) or by the Employee for Good Reason (pursuant to Section 3(d)). The payments and benefits provided in this Section 5A(a) and 5A(b) are subject to and conditioned upon the Employee's compliance with the restrictive covenants provided in Section 7 and shall be subject to and conditioned upon the Employee executing a valid general release and waiver, waiving all claims the Employee may have against the Employer, its successors, assigns, affiliates, employees, officers and directors. C. In the event that the Employee's employment terminates at the expiration of the Employment Period without renewal, then the Employee shall be entitled to a pro rata portion of his target Annual Bonus (which target shall not be less than $500,000) based upon the number of months worked in the year in which the Date of Termination occurs and the Employee shall be entitled to continue his participation in the Employer's benefit plans (to the extent he is a participant on the date of expiration) for six months after expiration of the Employment Period. D. If the Employee's employment with is terminated during the Company terminates Employment Period by the Employer for whatever reasonCause, the Company will pay by the Employee any portion of the Salary accrued hereunder on without Good Reason, or prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date a result of the Employee's termination of employment death or Disability pursuant to Sections 3(c), 3(g), 3(a) and ending on 3(b), respectively, the second anniversary of Employer shall pay the Effective Date amounts referred to in Section 5A(a) and 5A(b) to the Employee (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination estate or legal representative in the event of the Employee's employment. (cdeath) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months within thirty days following the date Date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if Termination and the Employee is shall not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant be entitled to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing any further payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment benefits under this Agreement, but . E. The Employer shall have no effect on any benefits which may be due forgive the Employee under any plan $700,000 principal amount of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be loan made to the Employee pursuant to this Section 9, in June 2001 in accordance with the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to terms of the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainPromissory Note attached hereto.

Termination Payments. (a) If the Employee's employment with performance of services for the Company terminates is terminated (i) by the Company for whatever reasonCause, (ii) by the Employee or (iii) upon the dissolution of the Company, the Company will pay the Employee employee (i) any portion accrued and unpaid Base Compensation as of the Salary accrued hereunder Termination Date and (ii) an amount to reimburse the Employee for any and all monies advanced or expenses incurred in connection with the Employee's performance of services for reasonable and necessary expenses incurred by the Employee on or behalf of the Company prior to the date of termination but not paid Termination Date. The Employee's entitlement to other benefits shall be delivered in accordance with the Employee as of such dateCompany's benefit plans then in effect. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), performance of services for the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date is terminated by reason of the Employee's termination of employment and ending on the second anniversary of the Effective Date (death or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In additionDisability, the Company Company's sole obligation under this Agreement shall continue be to pay or provide the Employee's then current medical coverage for a period of two (2Employee or his estate the payments required by Section 7(a) years following termination of the Employee's employmenthereof. (c) If the Employee's termination performance of services for the Company is terminated without Cause (including, without limitation, pursuant to Section 8(a6(c)), all stock options held by the Employee that have not vested shall automatically vest and the Company shall pay the Employee's Beneficiary (shall, for so long as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is has not married on breached any of his date of Deathobligations under Section 8, (i) pay or provide the Employee's childrenEmployee the payments required by Section 7(a) hereof, per stirpes; and otherwise, the Employee's estate. (dii) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at Base Compensation for the time of his termination of employment) for a period of six months following the effective date remainder of the Employee's termination of employment. The foregoing payments upon termination shall constitute Services Term, (iii) provide to the exclusive payments due to or in respect Employee and his beneficiaries for the remainder of the Employee upon Services Term, employee health benefits substantially similar in the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due aggregate to those provided to the Employee under any plan other most senior executives of the Company which provides Company; provided, however, that the Company's obligation with respect to the foregoing benefits after termination of employment, other than severance pay or salary continuation which shall be reduced to the extent the Employee or his beneficiaries obtains any such benefits pursuant to another employer's or similar entity's benefit plans and (iv) provide for an expiration date of August 12, 2002 for all stock options held by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainEmployee.

Termination Payments. (aIn the event this Agreement is terminated by the Employer pursuant to Section 3.2.1(b) If or by the Employee's employment Employee pursuant to Section 3.2.2(a) and a Change in Control has not occurred, then commencing with the Company terminates for whatever reasonfirst payroll date immediately following the effective date of such termination, the Company Employer will pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to severance pay the Employee and liquidated damages an amount equal to his Salary (at the rate in effect at current cash compensation for a period equal to the time of his termination of employment) during the period commencing on the effective date remainder of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1)Term. In addition, the Company shall Employer will continue to maintain the Employee's then current medical ’s health insurance coverage for a period of two (2) years following termination during the remainder of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreementterm. In the event any payments are required to be made to the a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to this Section 93.2.3, the Employee shall be under no obligation entitled to seek other employment and, in such case, there a lump sum payment equal to 2.50 times his Average Annual Cash Compensation and shall be no offset against paid such lump sum payment by Employer within 30 days of the effective date of termination of this Agreement. As used herein, the term “Average Annual Cash Compensation” means the Employee’s average annual cash compensation paid by the Employer during the most recent five (5) taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer). To the extent Employee is granted any amounts due equity compensation, including but not limited to stock options or a management reward and retention plan, the terms of any agreement related to such equity compensation shall provide that Employee’s right to such compensation fully vests upon a Change in Control, to the extent permitted by applicable law. Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under this Agreement on account Section 4999 of any remuneration attributable to any subsequent employment the Internal Revenue Code that would be payable by the Employee may obtain(the “Excise Taxes”)) if the Employee were to receive the Total Payments has an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Any payments made to Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with Section U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Termination Payments. (a) If In the Employee's employment with event of an Extraordinary Termination during the Company terminates for whatever reasonAgreement Term, the Company will pay the Employee shall, in addition to any portion of the Salary accrued hereunder on or amounts due for periods prior to the Extraordinary Termination, pay to Employee in cash within ten days after the Extraordinary Termination an amount equal to the sum of: (i) three times the greater of (A) Employee's annual salary or annual consulting compensation at the time of the Control Transaction, or (B) Employee's annual salary or annual consulting compensation immediately prior to the Extraordinary Termination; plus (ii) if the Extraordinary Termination occurs during the Employment Term, three times the greater of (A) the most recent annual bonus paid to Employee prior to the Extraordinary Termination or (B) the estimated amount of his bonus for the year that includes the date of termination but not paid the Extraordinary Termination; plus (iii) at the option of Employee and in lieu of his exercising any stock options that he might hold at the time, an amount equal to the Employee as excess of the aggregate market price at the close of business on the date of the Extraordinary Termination of the Company's shares subject to all stock options outstanding and unexercised, whether vested or unvested, over the aggregate exercise price of all such datestock options; plus (iv) if the Extraordinary Termination occurs during the Employment Term, payment in lieu of all unused vacation or sick time. (b) If Employee may elect to defer the Employee's termination is pursuant to Section 8(e) payment of all or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date part of the Employee's termination amount to be paid to him under subsection (a) for up to twelve months after the Extraordinary Termination, or to have all or part of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant such amount paid to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for him in installments over a period of two (2) years following termination of not to exceed twelve months after the Employee's employmentExtraordinary Termination. (c) If In addition to payment of the Employee's termination is pursuant to Section 8(aamounts specified in subsection (a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six twelve months following an Extraordinary Termination during the date of Employment Term or the Employee's Death. For purposes of this provisionConsulting Term, the Company will continue or cause to be continued, at no cost to Employee's Beneficiary shall be , medical care and life insurance benefits substantially comparable to those furnished to Employee by the Employee's spouse; if Company immediately prior to the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estateExtraordinary Termination. (d) If It is the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date intention of the Employee's termination parties that the payments under this Section 9 shall not constitute "excess parachute payments" within the meaning of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect Section 280G of the Employee upon the termination Internal Revenue Code of his employment under this Agreement1986, but shall have no effect on as amended, and any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced regulations promulgated by the amount of any payment received by the Employee following his termination pursuant to this AgreementInternal Revenue Service thereunder. In the event any that the independent accountants acting as auditors for the Company on the date of a Control Transaction (or another accounting firm designated by them) determine that the payments are required to under this Section constitute "excess parachute payments," the amounts payable under this Section shall be made reduced to the Employee pursuant to this Section 9, maximum amount which may be paid without constituting the Employee payments "excess parachute payments." Such determination shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to take into account (i) whether the Employee payments under this Agreement on account are "parachute payments" within the meaning of any remuneration attributable Section 280G and, if so, (ii) the amount of payments under this Section that constitutes reasonable compensation within the meaning of Section 280G. The fees and expenses of the accountants performing this calculation shall be paid in full by the Company. Nothing contained in this Agreement shall prevent the Company after a Control Transaction from agreeing to any subsequent employment that the pay Employee may obtaincompensation or benefits in excess of those provided in this Agreement.

Termination Payments. In the event that Employee's employment is terminated then BOSC will pay or provide to Employee the following: (a) If by Employee for Good Cause, as defined herein, or BOSC for any reason other than Good Cause, (i) Compensation, including the Base Compensation as set forth in paragraph 3(a) for a period of (48) forty-eight months from the commencement of this Agreement which remains unpaid on the date Employee's employment with is terminated (ii) a monthly amount equal to Employee's monthly base compensation on the Company terminates date Employee's employment is terminated for whatever reason, a period of eighteen (18) months from the Company will pay last payment of Compensation pursuant to Section 3 herein; (iii) an amount equal to Employer's cost of maintaining the health insurance coverage for Employee any portion and his family in effect immediately prior to termination of Employee's employment for a period of eighteen (18) months from the termination of employment; (iv) full vesting of Fifty percent (50%) of the Salary accrued hereunder on or prior stock options provided to Employee by reason of his employment with BOSC that are unvested at the time of termination of Employee's employment and an extension of period of time within which such options must be exercised to eighteen (18) months from the termination of Employee's employment; and (v) any amount of the restrictive covenant fee pursuant to a Non-competition Agreement entered into between the parties ("Restrictive Covenant Fee") that is not paid as of the date of termination but not paid to Employee's employment is terminated, including any installment payments after the Employee as of such datedate Employee's employment is terminated. (b) If In the event that Employee's termination employment is terminated by Employee for any reason other than for Good Cause, or BOSC for Good Cause, then BOSC will pay or provide to Employee the following: (i) a monthly amount equal to Employee's monthly base compensation on the date Employee's employment is terminated multiplied times Nine (9) payable in equal monthly installments over a period of Eighteen (18) months from the last payment of Compensation pursuant to Section 8(e3 herein; and (ii) or Section 8(f), the Company shall continue to pay the Employee an Any amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Restrictive Covenant Fee that is not paid as of the date Employee's termination of employment and ending on is terminated, including any installment payments after the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the date Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination employment is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Deathterminated. For purposes of this provisionAgreement, the good cause for termination of Employee's Beneficiary employment shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. mean: (di) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event of termination of employment by BOSC, Employee's repeated, material incompetence, substandard productivity, or unsatisfactory performance or attendance, violation of BOSC's or Affiliates' material rules, regulations, policies, procedures or instructions, whether written or oral after receipt of at least one (1) written warning from BOSC regarding the same, material breach of any payments are provision of this Agreement or Employee's fiduciary duty to BOSC or Affiliates, or commission of acts of dishonesty, engaging in any discriminatory or sexually harassing behavior or using, possessing, or being under the influence of alcohol, illegal drugs, or controlled substances on BOSC or Affiliates' property or while working for or representing BOSC or any Affiliate; (ii) Death or total disability of Employee as defined in BOSC's Long Term Disability Insurance Policy or in the event of termination of employment by Employee, Employee is required to be made to the Employee pursuant to this Section 9relocate without Employee's acceptance, the Employee shall be under no obligation to seek other employment andEmployee's responsibility, in such caseauthority, there shall be no offset against rank or title is significantly reduced, Employee's annual compensation from Employer is less than his then applicable annual base compensation or Employer materially breaches any amounts due to the Employee under provision of this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain("Good Cause").

Termination Payments. (a) If Upon termination of the Employee's employment with the Company terminates Company, for whatever reason, the Company will shall pay the Employee any portion of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee, in accordance with the Company's normal payroll practices, plus the Employee as shall receive any accrued benefits through the date of such date. (b) termination. If the Employee's termination employment with the Company is terminated pursuant to Section 8(e5(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment5(f) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a)hereof, the Company shall pay the Employee's Beneficiary (, as defined below) severance pay, an amount equal to his Salary two times the sum of (at i) $400,000 plus (ii) the rate in effect at Employee's "average annual bonus", such amount (less applicable withholdings) to be payable within thirty (30) days of the time date of termination of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provisionSection 6, the Employee's Beneficiary "average annual bonus" shall be the Employee's spouse; be, if the Employee is not married on his date of Deathtermination occurs in 1997, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at 1996 bonus; and if the rate termination occurs in effect at 1998, equal to the time average of his 1996 and 1997 bonuses; and if the termination occurs in 1999 or thereafter, equal to the average of employment) the bonuses paid for a period of six months following the effective last two calendar years preceding the date of termination; provided, however, that the Employee's termination average annual bonus for purposes of employmentcalculating the severance payment in this Section 6 can not exceed $200,000. Therefore, the maximum severance payment payable pursuant to this Section 6 shall be two times the sum of $400,000 plus $200,000 or $1,200,000. The foregoing payments upon termination payment shall constitute the exclusive payments payment due to or in respect of the Employee upon by reason of the termination of his employment under this Agreementby the Company, including any payments which may otherwise be payable pursuant to any other separation or severance policy established or maintained by the Company, but shall have no effect on any other benefits which may be due the Employee under any plan of the Company which provides benefits (other than separation or severance pay) after termination of employment, other than severance pay or salary continuation which . The foregoing payments shall be reduced by conditioned upon the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made Employee's execution and delivery to the Employee pursuant to this Section 9, Company of the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainCompany's standard general release form.

Termination Payments. (a) If A. In the event of termination of the Employee's employment with during the Company terminates for whatever reason, Employment Period: (i) by the Company will pay Employer without Cause (pursuant to Section 3(e)); (ii) by the Employee any portion of for Good Reason (pursuant to Section 3(d)); or (iii) on the Salary accrued hereunder on or day prior to the date of termination but not paid to the Employee as of such date. (b) If the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second third anniversary of the Effective Date (or the expiration and not prior thereto) and no renewal of the then current Employment Term if the Period has taken place as of such date by amendment of this Agreement has been extended or pursuant to Section 1). In additiona new agreement between the Employer and the Employee then, the Company Employee shall continue be entitled to the Employee's then current medical coverage for following payments: (a) Annual Base Salary through the Date of Termination (to the extent not paid) within 10 days following the Date of Termination; (b) Earned but unpaid Annual Bonus in respect of the year ended prior to the Date of Termination; (c) A pro rata portion of his target Annual Bonus based upon the number of months worked in the year in which the Date of Termination occurs; (d) Severance pay pursuant to the Severance Plan; (e) Amounts under the terms of Benefits Plans in which he is a period participant under the terms thereof; and (f) Unreimbursed expenses under Section 4 of two (2) years following this Agreement B. The Employee shall not be entitled to any further payments or benefits under this Agreement in respect of any termination of the Employee's employment. employment during the Employment Period by the Employer without Cause (pursuant to Section 3(e)) or by the Employee for Good Reason (pursuant to Section 3(d)) or for expiration without renewal (pursuant to this Section 5A(iii)). The payments and benefits provided in this Section 5A(a), (b), (c) and (d) are subject to and conditioned upon the Employee's compliance with the restrictive covenants provided in Section 7 and shall be subject to and conditioned upon the Employee executing a valid general release and waiver, waiving all claims the Employee may have against the Employer, its successors, assigns, affiliates, employees, officers and directors. C. If the Employee's termination employment is pursuant to Section 8(a)terminated during the Employment Period by the Employer for Cause, by the Company shall pay the Employee's Beneficiary (Employee without Good Reason, or as defined below) an amount equal to his Salary (at the rate in effect at the time a result of the Employee's termination of employmentdeath or Disability pursuant to Sections 3(c), 3(f), 3(a) for a period of six months following and 3(b), respectively, the date Employer shall pay the amounts referred to in Section 5A(a) , (b), (c) and (d) to the Employee (or the Employee's estate or legal representative in the event of the Employee's Death. For purposes death) within thirty (30) days following the Date of this provision, the Employee's Beneficiary shall be the Employee's spouse; if Termination and the Employee is shall not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant be entitled to Section 8(d), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing any further payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment benefits under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain.

Termination Payments. (a) If the EmployeeExecutive's employment with the Company terminates for whatever reasonby reason of the expiration of the Employment Term or during the Employment Term pursuant to clause (i), (ii), (iii) or (v) of Section 6 of this Agreement, the Company will pay shall cause the Employee Executive to be paid (x) any portion earned and unpaid Base Salary as of the Salary accrued hereunder Termination Date, (y) reimbursement of any unreimbursed business expenses properly incurred on or prior to the date of termination but not paid Termination Date and (z) such other benefits to which the Employee Executive may be entitled as of such datea terminated employee under the Benefit Plans (the "Accrued Compensation"). (b) If (1) the EmployeeCompany terminates the Executive's termination is employment during the Employment Term without Cause pursuant to clause (iv) of Section 8(e6 of this Agreement, or (2) or Section 8(fprior to the end of the Employment Term the Company does not offer to continue the Executive's employment as permanent Chief Executive Officer on substantially the same terms and conditions as set forth in this Agreement, then the Company shall cause the Executive to be paid (i) the Accrued Compensation, (ii) a severance payment equal to $58,333 per month of service (pro rated for partial months and including service with Telewest Communications plc prior to the Effective Date), not to exceed a maximum of $700,000 (the payment set forth in this clause (ii), the Company shall continue "Severance Pay"), and (iii) any Bonus as to pay which the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date applicable calendar year has been fully completed as of the Employee's termination of employment and ending on the second anniversary of the Effective Termination Date (whether or not bonuses have been determined in respect of such calendar year for other members of senior management) to be paid as and when such bonuses are paid to other members of senior management. The Severance Pay shall be paid in a lump sum within ten days following the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employmentTermination Date. (c) If the EmployeeExecutive's termination is pursuant employment with the Company terminates because the Executive determines in good faith, based on the advice of his doctor, that he can no longer perform his duties to Section 8(a)the Company because of serious illness, then the Executive and the Company shall pay negotiate in good faith to determine an appropriate severance arrangement for the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estateExecutive. (d) If Notwithstanding any other provision of this Agreement, no Severance Pay shall become due or payable under this Agreement unless and until the Employee's termination is pursuant to Section 8(d), Executive executes the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time general release of his termination of employment) for a period of six months following the effective date of the Employee's termination of employmentclaims attached hereto as Attachment B and such release has become irrevocable. The foregoing payments upon termination Severance Pay shall constitute the exclusive payments in the nature of severance or termination pay which shall be due to the Executive upon the Executive's termination of employment and shall be in lieu of any other such payments under any plan, program, policy or in respect other arrangement which has heretofore been or shall hereafter be established by any member of the Employee upon Company Affiliated Group. The Executive shall have no obligation to mitigate any amounts payable to the termination of his employment Executive under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employmentwhether by seeking employment or otherwise, other than severance pay or salary continuation which shall be reduced by and the amount of any payment received or benefit due the Executive shall not be reduced or offset by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment payment or benefit that the Employee Executive may obtainreceive from any other source.

Termination Payments. (a) If the this Agreement is terminated pursuant to Subsections 11.1 (a) (i) or 11.1 (a) (ii) hereof, no severance or termination pay whatsoever shall be due Employee's employment with the Company terminates for whatever reason, the Company will pay the . Employee however shall receive any portion of the unpaid Base Salary payments accrued hereunder on or prior to the date of termination but not paid to the Employee as of such datetermination. (b) If this Agreement is terminated pursuant to Subsection 11.1 (c) hereof due to Employee's death, his estate or designated beneficiary (which beneficiary Employee may designate by filling a written notice with the Company that shall be effective when filed and that may be altered or revoked by Employee at any time) shall receive payments totalling one million dollars ($1,000,000). Company shall purchase and maintain "Key Man Insurance" containing customary terms and conditions on Employee in a amount which would be sufficient to cover such termination payments. Company shall have all incidents of ownership in such insurance policy but the proceeds of such insurance shall be payable to the Employee's termination is pursuant to Section 8(e) or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employmentdesignated beneficiary. (c) If the this Agreement is terminated pursuant to Subsection 11.1 (b) hereof due to Employee's termination is pursuant permanent disability, Employee shall receive the amount of any benefits payable under any group disability insurance program administered and offered to Section 8(a), Employee by the Company shall pay the Employee's Beneficiary (as defined below) an amount equal to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estateCompany. (d) If the Employee's termination this Agreement is terminated pursuant to Section 8(d)Subsection 11.1(a)(iii) or 11.1(d) hereof, the Company shall continue to must pay the Employee an amount equal to his the lesser of Employee's annual Base Salary (at on the rate date of such termination or the total Base Salary due Employee during the remainder of the Term in effect at on the time date of his termination termination; provided, however, that such amount shall not be less than the total of employment) Employee's Base Salary payments for a one hundred twenty day period. Company may elect to pay this amount (i) as a lump sum within sixty (60) days of the date of termination or (ii) ratably in monthly installments during the remainder of the Term in effect on the date of termination. (e) If the Company elects not to renew this Agreement pursuant to Section 1 hereof, the Company shall pay Employee a severance payment equal to Employee's Base Salary payments for a one hundred twenty day period. Company may elect to pay this amount (i) as a lump sum on the last day of the Term or (ii) ratably in monthly installments during the three-month period of six months following the effective date last day of the Employee's termination of employment. The foregoing payments upon termination Term. (f) Employee shall constitute the exclusive payments due not be required to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by mitigate the amount of any termination payment received provided for in this Subsection 11.2 hereof by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek seeking other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainor by other means.

Termination Payments. (a) If an Involuntary Termination occurs other than for Cause; (i) For the Employee's employment remaining term of this Agreement (Section 3) (the “Payment Period”) the Company shall pay the Executive, in accordance with the Company terminates for whatever reasonCompany’s regular payroll schedule or, if agreed to by the Executive and the Company, in a single lump sum payment equal to the sum of the payments due; (ii) During the Payment Period, the Company will shall (A) to the extent permitted under the 401(k) Plan, permit the Executive to continue to participate in the 401(k) Plan and receive the maximum matching contribution thereunder as if such Involuntary Termination had not occurred or (B) if continued participation in the 401(k) Plan is not permitted under the 401(k) Plan, pay to the Executive an amount equal to the maximum matching contribution to which he would have been entitled under the Company’s 401(k) Plan as if such Involuntary Termination had not occurred; and (iii) Notwithstanding anything to the contrary in the Company’s Employee Stock Option plan to be approved by the Board under which Executive’s stock options shall be granted, all of Executive’s stock options granted shall continue to vest during the Payment Period at the times and in the amounts that would apply if such Involuntary Termination had not occurred, and Executive shall have the right to exercise any portion and all vested stock options at any time no later than ninety (90) days after the expiration of the Salary accrued hereunder on or prior to the date of termination but not paid to the Employee as of such datePayment Period. (b) If the Employee's termination is pursuant Executive dies while any amounts are payable to Section 8(e) or Section 8(f)him hereunder due to an Involuntary Termination, all such amounts, unless otherwise provided herein, shall be paid to the Company shall continue Executive’s designated beneficiary, or, if none, then to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date of the Employee's termination of employment and ending on the second anniversary of the Effective Date (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2) years following termination of the Employee's employmentExecutive’s estate. (c) If Notwithstanding the Employee's foregoing, if the Executive is terminated for “cause” or breaches Section 9 or 10 of this Agreement, any right of the Executive to receive termination is pursuant payments, to Section 8(a)have the vesting of his options continued or to the period during which he may exercise his options as stipulated above, shall be forfeited, but without prejudice to any exercise of options that may have occurred prior to such forfeit, and the Executive shall reimburse the Company shall pay in full for all termination payments made to the Employee's Beneficiary Executive no later than thirty (as defined below30) an amount equal days after the Company gives notice of such breach to his Salary (at the rate in effect at the time of the Employee's termination of employment) for a period of six months following the date of the Employee's Death. For purposes of this provision, the Employee's Beneficiary shall be the Employee's spouse; if the Employee is not married on his date of Death, the Employee's children, per stirpes; and otherwise, the Employee's estateExecutive. (d) If In the Employee's termination event the Executive is pursuant terminated for Cause or Executive’s employment terminates due to Section 8(d)a Voluntary Termination, the Executive shall only be entitled to receive his accrued and unpaid base salary and declared bonuses for any previous fiscal year and the Company shall continue to pay have no further obligations under this Agreement from and after the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) for a period of six months following the effective date of the Employee's termination of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainVoluntary Termination.

Termination Payments. A. If Employee’s employment is terminated pursuant to Section 7(a) (aEmployee’s Death), 7(b) If (by Employer for Employee’s Disability), 7(d) (by Employer without Cause) or 7(f) (by Employee for Good Reason) (each of the Employee's employment with circumstances in this Section 7(g)(A) being known as a “Termination Event”), Employer shall provide Employee (or, in the Company terminates for whatever reasoncase of his death, his estate, heirs or legal representatives) the following (collectively, the Company will pay the Employee “Termination Payments”): (i) any portion of the Salary and all accrued hereunder on or prior but unpaid base salary compensation (including accrued paid time off, as applicable) due to the date of termination but not paid to the Employee as of the date on which the Employment Period ends (the “Termination Date”), which shall be paid on the Termination Date; and (ii) Employee’s full base salary (payable bi-monthly at the same time Employee would otherwise receive such datebase salary if Employee were still employed by Employer) for nine (9) months after the Termination Date; and (iii) health benefits after the Termination Date pursuant to COBRA coverage (reimbursed by Employer for the first nine (9) months) under Employer’s health benefit plan under which Employee was receiving coverage during the Employment Period. B. If a Termination Event (bother than the death of Employee as specified in Section 7(a)) If occurs within twelve months after a Change in Control, then Employee is entitled to the Employee's termination is Termination Payments as stated in Section 7(g)(A)(i) (ii) and (iii) above, except that the period for which salary and benefits are provided in Sections 7(g)(A)(ii) and (iii) shall be eighteen (18) months, and all payments to be made pursuant to those sections shall be paid to Employee in a lump sum within fifteen (15) days after the Termination Event. For purposes of this Section 8(eand this Agreement, “Change in Control” shall mean: (i) the sale of all or Section 8(f), the Company shall continue to pay the Employee an amount equal to his Salary (at the rate in effect at the time of his termination of employment) during the period commencing on the effective date substantially all of the Employee's termination assets of employment and ending on PRA International; or (ii) the second anniversary consummation of a merger or consolidation of PRA International with any other corporation other than (A) a merger or consolidation which would result in the voting securities of PRA International outstanding immediately prior thereto continuing to represent more than fifty percent (50%) of the Effective Date combined voting power of the voting securities of PRA International, or such surviving entity, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of PRA International (or the expiration of the then current Employment Term if the Agreement has been extended pursuant to Section 1). In addition, the Company shall continue the Employee's then current medical coverage for a period of two (2similar transaction) years following termination of the Employee's employment. (c) If the Employee's termination is pursuant to Section 8(a), the Company shall pay the Employee's Beneficiary in which no “person” (as defined below) an amount equal to his Salary acquires more than thirty percent (at the rate in effect at the time 30%) of the Employee's termination combined voting power of employmentPRA International’s then-outstanding securities; or (iii) for a period of six months following the date any “person,” as such term is used in Sections 13(d) and 14(d) of the Employee's Death. For purposes Securities Exchange Act of this provision1934, as amended (the Employee's Beneficiary shall be “Exchange Act”) (other than (1) PRA International or (2) any corporation owned, directly or indirectly, by PRA International or the Employee's spouse; if shareholders of PRA International in substantially the Employee is not married on his date same proportions as their ownership of Death, the Employee's children, per stirpes; and otherwise, the Employee's estate. (d) If the Employee's termination is pursuant to Section 8(dstock in PRA International), becomes after the Company shall continue to pay Effective Date the Employee an amount equal to his Salary “beneficial owner” (at as defined in Rule 13d-3 under the rate in effect at the time Exchange Act), directly or indirectly, of his termination securities of employmentPRA International representing thirty percent (30%) for a period of six months following the effective date or more of the Employee's termination combined voting power of employment. The foregoing payments upon termination shall constitute the exclusive payments due to or in respect of the Employee upon the termination of his employment under this Agreement, but shall have no effect on any benefits which may be due the Employee under any plan of the Company which provides benefits after termination of employment, other than severance pay or salary continuation which shall be reduced by the amount of any payment received by the Employee following his termination pursuant to this Agreement. In the event any payments are required to be made to the Employee pursuant to this Section 9, the Employee shall be under no obligation to seek other employment and, in such case, there shall be no offset against any amounts due to the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtainPRA International’s then outstanding securities.