Common use of Termination Without Cause or for Good Reason Clause in Contracts

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive’s employment hereunder without Cause at any time during time, by providing Executive 30 days’ prior written notice of such termination. Such notice shall specify the Employment Period effective date of the termination of Executive’s employment. The Executive may terminate his employment for Good Reason by providing 30 days’ prior written notice to the Company. In the event of the termination of Executive’s employment under this Section 6(c) without Cause or by the Executive at any time during the Employment Period for Good Reason, in each case prior to or more than 12 months following a Change-in-Control (as defined in the Company’s Equity Plan), then Executive shall be entitled to: (i) any accrued but unpaid Base Salary through payment of the date of termination, plusAccrued Payments; (ii) the Pro Rated Bonus a separation allowance, payable as soon as practicable in equal installments in accordance with normal payroll practices over a 12 month period beginning immediately following the date of termination, plusequal to one (1) times the sum of (x) Executive’s then Base Salary and (y) the Executive’s then Target Bonus; (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plusannual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his if employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by total the Severance Period ifannual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; (v) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), during on substantially the Severance Periodsame terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the medical, dental, disability and life insurance programs provided to the Executive obtains health benefits from a new employer that are substantially equivalent pursuant to those provided by Section 5(a) hereof until the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A earlier of (i) the end of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-12 month period beginning on the effective date of the termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of employment shall be paid in accordance with the terms a subsequent employer. The foregoing of this Section 6(c)6(c)(v) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer; (vi) all of Executive’s then-outstanding equity awards in any Equity Plan will vest in full.

Termination Without Cause or for Good Reason. If In the event of a Termination Event is termination by the Company at any time during the Employment Period without Without Cause or by the Executive at any time during the Employment Period a Termination for Good Reason, the Executive shall be entitled toreceive the following: (ia) any Immediately after the Date of Termination, a lump-sum amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus, if any, accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued vacation and unpaid vacation pay, unreimbursed business expenses or other benefits which may be applicable to and owing properly incurred by Executive in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of policy prior to the date of Executive's termination; (b) during Full vesting of Options and other equity awards granted to the Severance Period Executive that remain outstanding immediately prior to the Date of Termination; (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect c) A Prorata Annual Bonus at the Company, plustime the Annual Bonus would have otherwise been payable had Executive's employment not terminated; (vd) Continued monthly payment for a period of twenty-four months following such Termination of Employment of an amount equal to the greater quotient of (xi) the Incentive Bonus paid Executive's Annualized Total Compensation divided by (ii) twelve; provided that the aggregate amount described in this clause (d) shall be reduced (but not below zero) by the present value of any other cash severance or earned but unpaid cash termination benefits payable to Executive in respect under any generally available or officer specific severance plans, programs or arrangements of the prior fiscal year Company or its affiliates, other than any (yi) retirement income benefit, (ii) benefits paid under the average Incentive Bonus paid or earned but unpaid Supplemental Income Plan and (iii) equity incentives and/or options; (e) The continuation of health and dental benefits to which Executive in respect is entitled as of the three (3) previous fiscal years, payable as soon as practicable following Date of Termination for twenty-four months; provided that such benefits shall cease upon the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company Executive's being eligible for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health comparable benefits from a new employer that are substantially equivalent employer; (f) The continuation of the automobile expense program to those provided by the Company; provided, further, if which Executive is a “specified employee” entitled as defined in Section 409A of the Internal Revenue Code Date of 1986Termination for twelve months; provided that such benefit ceases upon Executive's being eligible for comparable benefits from a new employer; and (g) For a period of 12 months from the Date of Termination, as amended (“Section 409A”)but no later than the point at which the Executive is employed on a substantively full time basis, and Executive Career Transition Services, not to exceed $30,000 in the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)aggregate.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period Term, the Company terminates Executive’s employment without Cause or by Executive terminates his employment with the Executive at any time during the Employment Period Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to s▇▇ in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall be entitled topay to Executive the following: (i) any accrued but unpaid A. An amount equal to Executive’s Annual Base Salary earned through the date of termination, plus (ii) termination of employment with the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) Company and a lump sum payment for any accrued and unpaid earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination. B. ▇▇▇▇▇▇▇▇▇ payments equal to, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawthe aggregate, plus two (iv2) the years of Executive’s Annual Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at (reduced by any required withholding) in twenty-four (24) equal installments on the Companyfirst pay day of each month following Executive’s termination, plus (v) an amount equal beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to the greater of (x) the Incentive Bonus receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid or earned but unpaid to Executive in respect regardless of the prior fiscal year or (y) fact that the average Incentive Bonus paid or earned but unpaid to Executive in respect Agreement terminates following commencement of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch payments; provided, however, that in the Companyevent of Executive’s obligations under Section 6(c)(vi) shall terminate death prior to the end receipt of the Severance Period ifall payments, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such remaining payments shall not be made prior to the first day following the six-month period beginning Executive’s estate. C. If, on the date of termination of employment if such payments would otherwise violate Section 409Atermination, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on Company sponsors a medical plan for the first day benefit of the seventh month following eligible employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment. All payments due Executive under this Section 6(c, until the earlier of: (i) after the sixlast day of the twenty-fourth (24th) month period following Executive’s termination of employment or (ii) the date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be paid solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii) shall cease no later than the death of both Executive and his spouse. D. The payments provided in accordance with this Section 3(d)(ii) shall represent the terms sole remedy for any claim Executive may have arising out of termination of this Section 6(c)Agreement by the Company without Cause or by Executive for Good Reason.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to two times the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 15,000 for the cost of outplacement services during the one year two years following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; Options provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If Subject to the Termination Event is termination terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.11, the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reasonshall pay to Executive, Executive shall be entitled toas severance benefits: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an An amount equal to the greater product of (a) the applicable Severance Multiple (as defined below) and (b) the sum of (x) the Incentive Bonus paid or earned but unpaid to highest annual Base Salary rate for Executive in respect of effect over the prior fiscal year or two (2) years and (y) the average Incentive highest amount of Executive’s Target Bonus or Annual Cash Bonus actually paid or earned but unpaid over the prior two (2) years, whichever is greater, which total payment shall be paid to Executive in respect of on a salary continuation basis according to the three (3) previous fiscal years, payable as soon as practicable Company’s normal payroll practices over the 18 month period following the date of terminationthe Executive incurs a Separation from Service, plus (vi) but in no event less frequently than monthly. As used herein, the continuation of all health benefits during “Severance Multiple” shall be 2.5 if the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company termination without Cause or resignation for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of Good Reason occurs within ninety (90) days preceding or twelve (12) months following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employeeChange in Control” (as defined below) and 1.5 in Section 409A the case of any other termination without Cause or resignation for Good Reason. (ii) Subject to (1) the Internal Revenue Code Executive’s timely election of 1986continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“Section 409ACOBRA”), and (2) the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior Executive’s continued copayment of premiums at the same level and cost to the first day following Executive as if the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day were an employee of the seventh month following his termination Company (excluding, for purposes of employment. All payments due Executive calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 18 months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iii) In addition to the benefits described in Section 6(c3.4(a)(i) and (ii), in the event that such termination occurs within ninety (90) days preceding or twelve (12) months following a “Change in Control” (as defined below), the Company shall accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full.

Termination Without Cause or for Good Reason. If If, during the Termination Event period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (as defined below), or by (ii) the Executive at any time during the Employment Period resigns employment for Good ReasonReason (as defined below) (each, Executive shall be entitled toa “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid Base Salary through the date of terminationbase salary amounts, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationany accrued but unused vacation pay, plus and (iii) any accrued and unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company will pay to the Executive any earned but unpaid vacation payannual performance award for the prior fiscal year at the time such annual performance awards are payable to employees of the Company generally, unreimbursed expenses or other benefits but in no event later than March 15 of the calendar year immediately following the calendar year in which may be applicable the Qualifying Termination occurs. (b) The Company will continue to and owing pay to the Executive, in equal installments in accordance with Company policies or applicable lawthe Company’s normal payroll practices, plus an amount equal to the Executive’s “Annual Rate of Base Salary” (iv) as defined below), for the Base Salary (which shall be the Base Salary as duration of the date of termination) during the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean the Executive’s annual base salary rate in Section 6(l))effect immediately prior to the Qualifying Termination or, payable in accordance the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll practices then in effect at date following the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect effectiveness of the prior fiscal year or (y) Release required by Section 4 hereof, with the average Incentive Bonus first payment to include the amount of all Salary Continuation Payments that would have been paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following from the date of termination, plus (vi) the continuation Qualifying Termination had they commenced as of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch date; provided, however, that in the Company’s obligations under Section 6(c)(vi) event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall terminate prior to be made on the end later of the Severance Period if, during first regular payroll date of such second calendar year or the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by first payroll date following the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A effectiveness of the Internal Revenue Code Release, but in no event later than March 15 of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day calendar year immediately following the six-month period beginning on calendar year in which the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe “Accrued Compensation”). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended (“COBRA”), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(viobligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive’s right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”to the extent applicable). For the avoidance of doubt, and the payments described above do not satisfy and obligations set forth in this Section 2(a) shall be in lieu of any applicable exemptions, then such payments shall not be made prior due to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Prior Agreement.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (i) any accrued but unpaid Base Salary through i. continue payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety twelve (9012) days months following the end of termination date (the “Severance Period to exercise any vested OptionsPeriod”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; ii. if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s obligations under Section 6(c)(vigroup health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (i) twelve (12) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall terminate pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the Severance Period if, during COBRA Payment Period. Nothing in this Agreement shall deprive the Severance Period, Executive obtains health of his rights under COBRA or ERISA for benefits from a new employer that are substantially equivalent to those provided under plans and policies arising under his employment by the Company; providedand iii. Executive shall be entitled to exercise any vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) six (6) months after termination, further, if Executive is a “specified employee” as defined in Section 409A or (ii) the remaining term of the Internal Revenue Code award(s). If the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Executive will be eligible to receive additional severance benefits including, but not limited to, a pro-rata portion of 1986the Executive’s Annual Bonus, as amended (“Section 409A”)determined by the Board of Directors, and for the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to performance year in which the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)occur.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good ReasonReason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled toto receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as provided in Section 3(g) of this Agreement), the benefits provided below: (iA) any accrued the Company shall pay to Executive his or her fully earned but unpaid Base Salary base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) subject to Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s annual base salary as in effect immediately prior to the date of termination, plus payable within ten (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (9010) days following the end effective date of the Severance Period to exercise any vested Options; provided, however, that the CompanyExecutive’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” Release (as defined in below); plus (C) subject to Executive’s continued compliance with Section 409A of 5, for the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive ending on the first day date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the seventh month following his termination date of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of employment coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), and (D) subject to Executive’s continued compliance with Section 5, the Company shall pay for and provide Executive and such eligible dependents with a lump sum payment sufficient to pay the premiums for life insurance benefits coverage for the twelve (12) month period commencing on the date of termination to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination, which payment shall be paid within ten (10) days following the effective date of Executive’s Release; and (E) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. (F) To the extent Executive is entitled to payments or benefits under Section 4(d)(ii), then Executive shall receive the payments and benefits described in accordance with Section 4(d)(ii) in lieu of the terms of payments and benefits described in this Section 6(c4(d)(i).

Termination Without Cause or for Good Reason. If In the Termination Event is event of Executive’s termination of employment with the Company (i) by the Company at any time during the Employment Period without Cause (as defined herein) or (ii) by the Executive at any time during the Employment Period for Good ReasonReason (as defined herein), subject to execution and non-revocation of a Release substantially in the form attached as Exhibit B, Executive shall be entitled to:to the benefits set forth below in this Section 5(a). (i) any accrued but unpaid The Company shall pay Executive an amount equal to (x) one times Executive’s Annual Bonus for the year prior to termination of employment plus (y) the greater of (1) two times Executive’s Base Salary through or (2) Executive’s base salary for the date remaining term of termination, plus (ii) this Agreement if longer than two years. The severance amount described in the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which previous sentence shall be the Base Salary as paid within fourteen days of the date of termination) during termination (the Severance Period (as defined in Section 6(l“Bonus Payment Date”)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that, in the event that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is considered a “specified employeeSpecified Employee” as defined in proposed or final Treasury Regulations promulgated under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”), and payments under this Section 5(a) are considered “deferred compensation” under Section 409A, the payments described above do not satisfy any applicable exemptionsBonus Payment Date shall be delayed to the date that is six months and one day after the date of termination, then and shall be paid along with interest at a floating rate equal to LIBOR from the date such payments shall not be made prior were otherwise due to the first day following date of payment. (ii) The Company shall pay Executive any unpaid Performances Bonuses if the six-month period beginning on Company achieves the related performance criteria within one year of the date of termination of employment if such payments would otherwise violate Executive. (iii) The Company shall pay Executive the amounts described in Section 409A5(e) within 30 days of the date of termination. (iv) Executive shall be entitled to benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date as amended (“COBRA”), under Section 409A Guidance”) and such payments shall instead be accumulated and 4980B of the Code, or any replacement or successor provision of United States tax law, with the premium paid to Executive on at the Company’s expense until the first day to occur of (A) eighteen months from the seventh month following his date of termination of employment. All payments due or (B) such date that Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)becomes covered by successor group health coverage.

Termination Without Cause or for Good Reason. If the Termination Event Employee’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period Employee for Good Reason, Executive Employee shall be entitled toto receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) any accrued the Company shall pay to Employee his or her fully earned but unpaid Base Salary base salary, when due, through the date of terminationtermination at the rate then in effect, plusaccrued but unused PTO, plus all other amounts or benefits to which Employee is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices; (ii) subject to Sections 5(c), 5(g) and 5(h) and Employee’s continuing compliance with Section 6, Employee shall be entitled to receive Employee’s monthly base salary as in effect immediately prior to the Pro Rated Bonus payable as soon as practicable date of termination for the twelve (12) month period following the date of termination, pluspayable in a lump sum no later than sixty (60) days following the date of Employee’s termination of employment; and (iii) subject to Sections 5(c), 5(g) and 5(h) and Employee’s continuing compliance with Section 6, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall pay for and provide to Employee and his or her eligible dependents who were covered under the Company’s health insurance plans immediately prior to the date of termination with healthcare insurance benefits substantially similar to those provided to Employee and his or her eligible dependents immediately prior to the date of termination. If any accrued of the Company’s health benefits are self-funded as of the date of termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and unpaid vacation paySection 2716 of the Public Health Service Act), unreimbursed expenses instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Employee an amount equal to the monthly plan premium payment for Employee and his or other benefits which may be applicable her eligible dependents who were covered under the Company’s health plans as of the date of termination (calculated by reference to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary Employee’s premiums as of the date of termination) during as currently taxable compensation in substantially equal monthly installments over the Severance COBRA Coverage Period (as defined in Section 6(l)), payable in accordance with or the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cremaining portion thereof).

Termination Without Cause or for Good Reason. If the Termination Event your employment is termination terminated by the Company at any time during the Employment Period Lifeway without Cause or by the Executive at any time during the Employment Period you voluntarily for Good Reason, Executive and you return to Lifeway a General Release, you shall be entitled toto receive: i) your Base Salary for the remainder of the current Term or six (6) months, whichever is greater; ii) your accrued but unused Paid Time Off as of your Termination Date in accordance with the Company’s customary payroll procedures; iii) a one-time payment of $10,000 for your financial planning or transition-related needs; iv) if you timely elect continued coverage under COBRA, the COBRA premiums necessary to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Termination Date and ending on the earliest to occur of: (i) any accrued but unpaid Base Salary through six calendar months after the date calendar month of termination, plus your Termination Date; (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationyou (and your eligible dependents, plus if applicable) become eligible for group health insurance coverage through another employer; or (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of you cease to be eligible for COBRA continuation coverage for any reason, including plan termination) . In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the Severance Period (as defined in Section 6(l))COBRA Premium Period, payable in accordance with you must immediately notify the payroll practices then in effect at the Company, plusCompany of such event. (v) an amount a cash bonus equal to the greater of (xi) the Incentive Bonus paid or earned but unpaid to Executive in respect value of the prior Annual Bonus you would have earned for the fiscal year of your Termination Date if you would have been employed on the date that the Company paid such Annual Bonus; or (yii) the average Incentive Bonus paid or earned but unpaid to Executive in respect value of the three (3) previous actual Annual Bonus you earned for the fiscal yearsyear prior to your Termination Date. The bonus shall be payable in a lump sum, payable as soon as practicable following less applicable withholdings, on or before the date that the Annual Bonus for the fiscal year of termination, plusyour Termination Date is (or would have been) paid by the Company to similarly situated executives. (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment reimbursement for unreimbursed business expenses that you properly incurred, in accordance with the Company, plus’s expense reimbursement policy; and (vii) to the reimbursement by the Company extent that you hold any Outstanding Awards, an amendment to each award agreement that evidences each such Outstanding Award that provides as follows: If your employment with Lifeway is terminated without Cause or for up to $10,000 Good Reason, your Outstanding Awards that are Stock Options or Stock Appreciation Rights shall immediately become fully vested and exercisable on your Termination Date. The vested Outstanding Awards shall be exercisable for the cost of outplacement services during period specified in the one year following the date of termination, plus (viii) the acceleration of vesting applicable option agreement. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period are not intended to exercise any vested Options; provided, however, that the Company’s obligations qualify as performance-based compensation under Section 6(c)(vi162(m)(4)(C) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”), ) shall remain in effect. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior are intended to the first day following the sixqualify as performance-month period beginning on the date of termination of employment if such payments would otherwise violate based compensation under Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”162(m)(4)(C) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after Code shall remain outstanding and shall vest or be forfeited as specified by the six-month period following Executive’s termination of employment shall be paid in accordance with applicable award agreements, if the terms of this Section 6(c)applicable performance goals are satisfied.

Termination Without Cause or for Good Reason. If The Company will make the Termination Event severance payments specified in Section 5(b) below if this Employment Agreement is termination by the Company at any time during the Employment Period terminated pursuant to Sections 4(d) (without Cause Cause) or by the Executive at any time during the Employment Period 4(e) (for Good Reason) hereof. In addition, the employee health and welfare benefits referred to in Exhibit A, Section 1(c) for the Executive (and the Executive’s eligible dependents) shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety thirty (9030) days following months after termination of employment upon substantially the end same terms as provided to the Executive (and the Executive’s eligible dependents) immediately before the Executive’s Separation from Service (including with respect to subsidization of the Severance Period to exercise any vested Optionspremiums by the Company); provided, however, that this continuation is not intended to reduce the Company’s obligations amount of time that the Executive may obtain coverage at his own expense under Section 6(c)(vi) shall terminate prior to the end provision of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A Consolidated Omnibus Budget Reconciliation Act of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”), and comparable state law, except that the payments described above do not satisfy any Executive’s coverage for such thirty (30)-month period shall be counted against and deducted from the maximum COBRA period (if the applicable exemptionsmaximum COBRA period is eighteen (18) months, then such payments shall not be made prior to the first day following the six-month period beginning on Executive’s coverage hereunder, the Executive shall be entitled to no further COBRA coverage under the Company’s group health plans). Notwithstanding the foregoing, in the event that the Executive’s (or the Executive’s eligible dependents’) participation in any such employee health and welfare benefits is not possible after the effective date of termination under the general terms and provisions of employment if such payments employee health and welfare benefits or would otherwise violate Section 409Agive rise to penalties, Department of Treasury regulations the Company shall arrange to provide the Executive (and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination eligible dependents) with benefits substantially similar to those which the Executive (and the Executive’s eligible dependents) is entitled to receive under such employee health and welfare benefits or, alternatively, pay a lump sum amount equal to the reasonable value of employment shall such substantially similar benefits (with such lump sum payment to be paid in accordance with made within sixty (60) days following the terms of this Section 6(cExecutive’s Separation from Service, or if later, within sixty (60) days following a determination that such continued coverage is not possible or would give rise to penalties).

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated (x) by the Employment Period without Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive at any time during the Employment Period for Good Reason, the Company shall pay or provide the Executive shall be entitled towith the following, subject to the provisions of Section 25 hereof: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) subject to the Pro Rated Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one and one-half (1.5) multiplied by the sum of the Executive’s Base Salary and Target Bonus payable as soon as practicable for the year of termination (the “Severance Amount”), paid in equal monthly installments for a period of eighteen (18) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the date termination of termination, plusemployment shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable subject to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which shall be Executive’s timely election of continuation coverage under the Base Salary as Consolidated Omnibus Budget Reconciliation Act of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”), (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (to the extent permitted under applicable law) which covers the Executive (and the payments described above do not satisfy any applicable exemptionsExecutive’s spouse) through the date Executive turns 65 (or, in the case of coverage for Executive’s current spouse, through the date that she turns 65 so long as she is then such payments shall not be made prior Executive’s spouse), at the Company’s expense, provided that if the Company’s group health plan is self-insured, the Company will report to the first day following appropriate tax authorities taxable income to the six-month period beginning on Executive equal to the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day portion of the seventh month following his termination deemed cost of employment. All payments due such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 6(c8(d)(iii) after shall immediately cease. For the six-month sake of clarity, if the period following Executive’s termination specified in this Section 8(d)(iii) exceeds the statutory period during which the Executive may elect continuation coverage under COBRA, the Company will provide the applicable benefits to Executive through procurement of employment shall be paid an individual policy with respect to the Executive or by any other means chosen by the Company, at a cost to Executive no greater than the cost specified in accordance with the terms clause (B) of this Section 6(c8(d)(iii). Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If Subject to Section 6(h) (Release), if the Termination Event Employment Period is termination terminated by the Company at any time during the Employment Period without Cause and other than under the circumstances described in Section 6(e) or by the Executive at any time during the Employment Period for Good Reason, then Executive shall be entitled to: entitled: (i) any accrued but unpaid to continue to receive his Base Salary through the date of such termination, plus ; (ii) to receive the Pro Rated Annual Bonus payable for the fiscal year preceding the fiscal year in which the date of termination occurs, to the extent earned under Section 3(b) but not already paid; (iii) to continue to receive his Base Salary as soon as practicable following special severance payments from the date of termination through the first anniversary of the date of termination (the “Severance Period”); (iv) to receive a prorated Annual Bonus for the fiscal year in which the date of termination occurs, to the extent earned under Section 3(b) (the extent to which performance objectives have been achieved to be determined by the Board in its reasonable discretion in a manner consistent with its determinations regarding annual bonuses earned by other senior-level employees of WestRock and its Subsidiaries for the year in which such termination occurs, but disregarding any subjective performance goals in making its determination), based on the portion of such year elapsed prior to the date of termination, plus ; and (iiiv) any accrued to pro rata vesting of restricted stock units and unpaid vacation pay, unreimbursed expenses or other benefits which may be long-term incentive awards granted to Executive pursuant to Section 3(c) based on the portion of the applicable vesting period elapsed prior to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during termination but subject to the Severance Period (as defined in Section 6(l))achievement of any applicable performance conditions. In addition, payable if Executive elects COBRA continuation of health insurance coverage in accordance with the payroll practices then Company’s procedures, the Company shall pay the premiums for such coverage on a monthly basis for a period of twelve (12) months following such termination. Executive shall not be entitled to any other salary, compensation (including, without limitation, any bonus) or benefits from WestRock or its Subsidiaries after such termination of the Employment Period, except as specifically provided for in effect at the Companyemployee benefit plans of WestRock and its Subsidiaries or as otherwise expressly required by applicable law; provided, plus (v) an amount equal that WestRock and its Subsidiaries shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the greater senior executives, officers or other employees of (x) WestRock and its Subsidiaries. It is further acknowledged and agreed by the Incentive Bonus paid or earned but unpaid parties that the actual damages to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date event of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c6(a) after would be difficult if not impossible to ascertain, and, therefore, the six-month period following salary and benefit continuation provisions set forth hereinabove shall be Executive’s sole and exclusive remedy in the case of termination of employment shall be paid in accordance with the terms of under this Section 6(c)6(a) and shall, as liquidated damages or severance pay or both, be considered for all purposes in lieu of any other rights or remedies, at law or in equity, which Executive may have in the case of such termination.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled to:then in consideration of Executive’s services rendered prior to such Termination; (i) any accrued but unpaid the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the date Date of terminationTermination to the extent not previously paid, plusand (2) any accrued vacation, sick and other leave pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and C. the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, and (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and (ii) for the Pro Rated Bonus payable Remaining Employment Period, or such longer period as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) provided by the Base Salary (which shall be the Base Salary as terms of the date appropriate plan, program, practice or policy, to the fullest extent permitted by the terms of termination) during the Severance Period (as defined in Section 6(l))relevant Welfare Benefit Plan, payable the Employer shall continue to provide benefits to Executive and/or Executive’s dependents in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsWelfare Benefit Plans; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the Company’s obligations same benefits under Section 6(c)(viany of the welfare benefit plans of the successor employer as Executive would receive under any of the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall terminate be secondary to those provided under such successor employer’s plans during such applicable period of eligibility. If the terms of the Welfare Benefit Plan providing health insurance benefits to Executive do not allow Executive to continue to receive for the Remaining Employment Period the coverage provided on the Date of Termination to the Executive and his dependents, then after such coverage terminates and for the Remaining Employment Period or the applicable benefit period under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whichever is shorter, provided the Executive timely and properly elects coverage under COBRA, Employer shall pay for the continuation of the health insurance coverage in existence for Employee and his dependents on the Date of Termination. If the terms of the applicable Welfare Benefit Plan do not permit the Executive to receive continued coverage under any life or disability insurance policy for the Remaining Employment Period, then prior to the end of the Severance Period ifdate coverage would lapse, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation extent permitted by any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and policy, Employer shall assign any such payments shall instead be accumulated and paid policy to Executive on or allow him to convert the first day policy to an individual policy and allow Executive to assume the payment responsibilities therefor. For purposes of determining eligibility and years-of-service credit (but not the seventh month following his termination time of employment. All payments due commencement of benefits) of Executive under this Section 6(c) after for retiree benefits pursuant to such Welfare Benefit Plans, to the six-month period following Executive’s termination of employment shall be paid in accordance with extent permitted by the terms of this Section 6(c)the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) to the extent not previously paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any Welfare Benefit Plan.

Termination Without Cause or for Good Reason. If the Termination Event Employee is termination by the Company at any time during the Employment Period terminated without Cause pursuant to Section 9(E) or by resigns for Good Reason pursuant to Section 9(F) and the Executive at termination date is not within the Change in Control Protection Period, Employee shall also be entitled to the following, subject to Employee’s compliance with the release obligation in Section 10(D) below: i. An amount equal to (a) the sum of Employee’s then-current annual Base Salary (but without taking into account any time during reduction that was the Employment Period basis for Good Reason, Executive shall be entitled to: ) and Employee’s average annual Bonus paid during the three (i3) any accrued but unpaid Base Salary through calendar years immediately preceding the date of termination, plus multiplied by (iib) a fraction, the Pro Rated Bonus payable as soon as practicable following numerator of which is the date number of terminationmonths in the Severance Period and the denominator of which is twelve (12); such amount to be paid in substantially equal installments, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawEmployer’s regular payroll schedule, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period Period; and ii. To receive or have paid on Employee’s behalf for the Severance Period, all premiums for the continuation of Employer’s current medical hospitalization insurance program, provided that (A) Employee shall timely elect continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined in amended (“COBRA”); and (B) Employee’s benefits under this Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v10(B)(ii) an amount equal to the greater of shall terminate if and when (x) the Incentive Bonus paid or earned but unpaid to Executive in respect Employee secures alternative health benefits from a new employer, of the prior fiscal year which he shall promptly notify Employer, or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsEmployee’s COBRA coverage terminates; provided, however, that should Employer be unable to provide for any such benefits under Employer’s health benefit plans because it would cause the Company’s obligations under Section 6(c)(vi) plans to provide discriminatory benefits, Employer shall terminate prior pay Employee monthly an amount in cash equal to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning premiums Employer would have paid on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following ExecutiveEmployee’s termination of employment shall be paid in accordance with the terms of this Section 6(c)behalf.

Termination Without Cause or for Good Reason. If the Termination Event is termination by (a) the Company at any time during the Employment Period shall terminate Executive’s employment without Cause or by the (b) Executive at any time during the Employment Period shall terminate Executive’s employment for Good Reason, Executive or Executive’s Termination is the result of disability resulting from an injury or death incurred in the course and scope of employment, in each case, during the Employment Period, the Company shall be entitled topay to Executive: (i) any accrued but and unpaid Base Salary and accrued and unused vacation earned through the date Date of terminationTermination, which shall be paid within the time period required by applicable law; plus (ii) as severance payments, and provided that Executive executes and delivers (and does not revoke) a general release of all claims in form and substance satisfactory to the Pro Rated Bonus payable as soon as practicable Company within 60 days following the Date of Termination, Base Salary for nine (9) months, plus reimbursement for the cost of COBRA coverage for nine (9) months or, if earlier, until Executive becomes eligible for coverage under different health insurance, which shall be paid in periodic installments on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of termination, the 60th day following the Date of Termination (which first payment shall include any payments of Base Salary that should have been made during such 60-day period but for the 60-day release consideration period); plus (iii) any accrued and unpaid vacation payprorated vesting of each then-outstanding equity award held by Executive based on the time elapsed from the commencement of vesting of such award through the Date of Termination and, unreimbursed expenses or other benefits which may be applicable to and owing if applicable, actual performance through the Date of Termination. Notwithstanding the foregoing, if such termination occurs within twelve (12) months following a Change in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period Control (as defined in Section 6(l)Parent’s Omnibus Incentive Plan), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (xA) the Incentive Bonus paid or earned but unpaid to Executive COBRA benefits provided in respect clause (ii) above will be provided for eighteen (18) months, and (B) in lieu of the prior fiscal year or prorated vesting benefits provided in clause (yiii) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Periodabove, Executive obtains health benefits from a new employer that are substantially equivalent will vest in all then-outstanding equity awards held by Executive, with any performance-vesting awards to those provided by vest based on actual performance through the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A Date of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employmentTermination. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment There shall be paid in accordance with the terms of this Section 6(c)no obligation to mitigate damages, or offset, to severance payments.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled to:then in consideration of Executive’s services rendered prior to such Termination; (i) any accrued but unpaid the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the date Date of terminationTermination to the extent not theretofore paid, plusand (2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal one (1) times Executive’s then existing Base Salary (the “Severance Payment”); (ii) if Executive is eligible for and timely and properly elects continuation coverage under the Pro Rated Bonus payable as soon as practicable Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the Employer shall reimburse Executive monthly for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents for one (1) year following the date Date of termination, plus Termination (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be “COBRA Reimbursement”). If the Base Salary as terms of the date applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and Executive’s dependents beyond the expiration of termination) during the Severance Period (as defined statutorily proscribed COBRA period, the Employer shall make monthly cash payments to Executive in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to monthly COBRA premium for coverage for Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 and Executive’s dependents for the cost duration of outplacement services during the such one (1) year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsperiod; provided, however, that the CompanyEmployer’s obligations under Section 6(c)(vithis item (ii) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance on which Executive enrolls in a group health plan offered by another employer that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)provides substantially similar coverage.

Termination Without Cause or for Good Reason. If In the Termination Event event the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be entitled to: delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (i60th) day following the termination of employment: (a) the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment; (b) if the Executive was employed by the Company through at least July 1st of the applicable calendar year, a pro-rata portion of any accrued Performance Bonus earned during such calendar year, with the amount prorated based on the number of days employed during such calendar year and payable in a lump sum within the time period required by applicable law, but unpaid in no event later than March 15th of the calendar year after the calendar year to which the Performance Bonus relates; (c) severance pay in an amount equal to the Executive’s Base Salary through for twelve (12) months (the date of termination, plus (ii“Severance Period”) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in equal installments in accordance with Company the normal payroll policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the Company, with the first installment being paid on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of terminationemployment, which initial payment shall include all installment amounts that would have been paid during the first sixty (60) days following the termination of employment had installments commenced immediately following the termination date; (d) during the Severance Period (as defined or until the Executive becomes eligible for comparable employer sponsored health plan benefits, whichever is sooner, all health plan benefits to which the Executive is entitled prior to the termination date under any such benefit plans or arrangements maintained by the Company in Section 6(l))which the Executive participated, payable which benefits shall be determined and paid in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal this Agreement and plans or arrangements and shall be provided pursuant to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment COBRA with the Company, plus (vii) the reimbursement relative costs therefor being paid by the Company and the Executive in the same proportion as existed while the Executive was an active employee of the Company; and (e) the Stock Options and Restricted Stock granted to the Executive shall be fully and immediately vested, and the Stock Options shall remain exercisable for up to $10,000 for the cost of outplacement services during the one year two (2) years following the termination date of terminationor, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Periodif sooner, plus (ix) a period of ninety (90) days following until the end of the Severance Period to exercise any vested Optionsapplicable Stock Option’s term. For purposes of this Agreement, “Good Reason” means termination because of: (a) a material diminution without the Executive’s consent in the Executive’s duties and responsibilities; provided, however, that the Company’s obligations under Section 6(c)(viand (b) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided material breach by the Company; providedCompany of this Agreement or any other agreement to which the Executive and the Company are parties. In each such event listed above, further, if the Executive is a “specified employee” as defined shall give the Company written notice thereof which shall specify in Section 409A of reasonable detail the Internal Revenue Code of 1986, as amended (“Section 409A”)circumstances constituting Good Reason, and the payments described above do not satisfy any applicable exemptions, then such payments there shall not be made prior no Good Reason with respect to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued circumstances if cured by the Company within thirty (30) days after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)notice.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive’s employment hereunder without Cause at any time during time, by providing Executive 30 days’ prior written notice of such termination. Such notice shall specify the Employment Period effective date of the termination of Executive’s employment. The Executive may terminate his employment for Good Reason by providing 30 days’ prior written notice to the Company. In the event of the termination of Executive’s employment under this Section 6(c) without Cause or by the Executive at any time during the Employment Period for Good Reason, in each case prior to or more than 12 months following a Change-in-Control (as defined in the Company’s Equity Plan), then Executive shall be entitled to: (i) any accrued but unpaid Base Salary through payment of the date of termination, plusAccrued Payments; (ii) the Pro Rated Bonus a separation allowance, payable as soon as practicable in equal installments in accordance with normal payroll practices over a 12-month period beginning immediately following the date of termination, plusequal to one (1) times the sum of (x) Executive’s then Base Salary and (y) the Executive’s then Target Bonus; (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plusannual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his if employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by total the Severance Period ifannual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; (v) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), during on substantially the Severance Periodsame terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the medical, dental, disability and life insurance programs provided to the Executive obtains health benefits from a new employer that are substantially equivalent pursuant to those provided by Section 5(a) hereof until the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A earlier of (i) the end of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-12 month period beginning on the effective date of the termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of employment shall be paid in accordance with the terms a subsequent employer. The foregoing of this Section 6(c)6(c)(v) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs, or arrangements of another employer; (vi) all of Executive’s then-outstanding equity awards in any Equity Plan or the Retention Equity Award will vest in full.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive’s employment at any time during the Employment Period without Cause or by providing the Executive written notice of termination. The Executive shall also have the right, at any time during his election to terminate his employment with the Employment Period Bank for Good Reason. In order to terminate his employment for Good Reason, the Executive must provide written notice to the Company of the facts giving rise to his termination for Good Reason and must terminate his employment within thirty (30) days of the initial occurrence of the facts giving rise to the ability to terminate for Good Reason should it not be cured by the Company. In the event that the Company terminates the Executive’s employment without Cause or the Executive terminates his employment with Good Reason, the Executive shall be entitled toto receive the following: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (xa) the Incentive Bonus paid or earned but unpaid to Executive in respect remainder of the yet to be earned and paid Base Salary in effect on the Termination Date, defined below, (prior fiscal year or (yto any reduction giving rise to Good Reason) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following through the end of the Severance Period Initial Term or Renewal Term, as applicable, and (b) one (1) times the Executive’s Base Salary in effect at the time of termination (prior to exercise any vested Optionsreduction giving rise to Good Reason); (iii) a pro rata portion of the Average Annual Bonus, defined below; providedand (iv) any outstanding shares of Bancshares restricted common stock (“Restricted Stock”) shall be accelerated and vest in one-third increments for each full year worked after the applicable grant date. Should the Compensation Committee fail to accelerate the vesting of such Restricted Stock and the shares are not vested, howeverEmployer shall pay to Executive a lump sum cash payment equal to the applicable number of shares of Restricted Stock multiplied by the average closing price of the Bancshares common stock for the five trading days prior to and including the Termination Date. Payment will be made in a single lump sum cash payment no later than the thirtieth (30th) day after Executive’s Termination Date, provided that the Company’s obligations under Section 6(c)(vi) shall terminate prior Executive timely executes and does not revoke a general release of claims in a form acceptable to the end of Company (the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409ARelease”), and which such release is effective by the payments described above do not satisfy any applicable exemptions, then such payments thirtieth (30th) day after Executive’s Termination Date. The Restricted Stock subject to acceleration shall not be made vest on or immediately prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Termination Date.

Termination Without Cause or for Good Reason. (a) If the Termination Event is termination by the Company at any time during the Employment Period without Term (1) Executive's employment is terminated by Company for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:Reason (as hereinafter defined): (i) any accrued but unpaid Base Salary through the date Company shall, on or before Executive's last day of terminationfull-time employment hereunder, plus pay Executive all amounts (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationincluding salary, plus (iii) any accrued and unpaid bonuses, vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawexpense reimbursement, plus (ivetc.) the Base Salary (which shall be the Base Salary that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount such termination plus a lump sum cash payment equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (yA) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following Executive's then current Base Salary through the end of the Severance Period Term plus (B) an amount equal to exercise any vested Options; providedthe average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary ("Average Bonus") and further multiplied by a fraction, however, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) (A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in accordance with Company’s obligations under Section 6(c)(vi) shall terminate prior to 's regular payroll practices at the end time of the Severance Period if, termination during the Severance Period, Executive obtains health benefits from relevant period following termination to present value on the date of payment at a new employer that are substantially equivalent discount rate equal to those provided by 200 basis points plus the Company; provided, further, if Executive is London Interbank Offered Rate for a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-one month period beginning set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such payments would otherwise violate Section 409Adate, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the seventh month following his termination computation of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence; (ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and (iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of this Section 6(c)the relevant ISO Agreement. Vesting and other rights with respect to future stock grants shall be governed by the plans or terms under which they may be granted.

Termination Without Cause or for Good Reason. If In the Termination Event is event that Executive incurs a “separation from service” (within the meaning of Section 409A (as defined below) (a “Separation from Service”) due to a termination of employment (i) by the Company at any time during the Employment Period without Cause (as defined below), or (ii) by the Executive at any time during the Employment Period for Good ReasonReason (as defined below), then, in addition to the Accrued Obligations, subject to Executive’s timely execution and non-revocation of a release substantially in the form attached as Exhibit A (the “Release”) , Executive shall be entitled to:to the benefits set forth below in this Section 4(a). Each payment under this Section 4(a) shall be treated as a separate payment for purposes of Section 409A. (i) any accrued but unpaid The Company shall pay Executive an amount equal to twelve (12) months of Executive’s Base Salary through (as in effect on the date of Executive’s termination), plus (ii) payable in substantially equal installments in accordance with the Pro Rated Bonus payable as soon as practicable following Company’s normal payroll procedures during the period commencing on the date of termination, plus termination and ending on the twelve (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as 12)-month anniversary of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations no payments under this Section 6(c)(vi4(a)(i) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first payroll date occurring on or after the thirtieth (30th) day following the six-month period beginning on the date of termination of employment if (such payments would otherwise violate Section 409Apayroll date, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A GuidanceFirst Payroll Date”) and such payments (with amounts otherwise payable prior to the First Payroll Date paid on the First Payroll Date without interest thereon). (ii) The Company shall instead be accumulated and pay Executive an amount equal to Executive’s Target Bonus for the year in which the date of termination occurs, payable in a single lump-sum payment on the date on which annual bonuses are paid to Executive on the first Company’s senior executives generally for such fiscal year, but in no event prior to the First Payroll Date or later than the fifteenth (15th) day of the seventh third (3rd) month following his the end of the fiscal year in which the date of termination occurs. (iii) Executive shall be entitled to receive benefits mandated under Section 4980B of employment. All payments due the Code, as amended (“COBRA”) or any replacement or successor provision of United States tax law, subject to Executive’s valid election to receive COBRA benefits, at the same levels as in effect for Executive under this Section 6(c) after the six-month period following and Executive’s dependents immediately prior to Executive’s termination of employment employment, with the premium paid at the Company’s expense until the first to occur of (A) twelve (12) months from the date of termination, (B) the expiration of the period of time during which Executive is entitled to continuation coverage under the Company’s group health plan under COBRA, or (C) such date that Executive becomes eligible for coverage under the group health plan of another employer (in any case, the “Continuation Period”), provided, that if (I) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Continuation Period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (II) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), or (III) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, then, in any such case, an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or the remaining portion thereof) . After the Continuation Period, any COBRA continuation (to the extent permitted under applicable law) shall be paid in accordance with the terms of this Section 6(c)at Executive’s sole expense.

Termination Without Cause or for Good Reason. (a) If the Termination Event is termination by the Company at any time during the Employment Period without Term (1) Executive's employment is terminated by Company for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:Reason (as hereinafter defined): (i) any accrued but unpaid Base Salary through the date Company shall, on or before Executive's last day of terminationfull-time employment hereunder, plus pay Executive all amounts (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationincluding salary, plus (iii) any accrued and unpaid bonuses, vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawexpense reimbursement, plus (ivetc.) the Base Salary (which shall be the Base Salary that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of terminationsuch termination plus a lump sum cash payment equal to three times (x) during the Severance Period Executive's then current Base Salary plus (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (vy) an amount equal to the greater average of (x) the Incentive Bonus percentages of Base Salary that were paid or earned but unpaid to Executive as cash bonuses in respect each of the prior fiscal year or last three full calendar years multiplied by Executive's then current Base Salary (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect "Average Bonus"). The portion of the three (3) previous fiscal years, lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable as soon as practicable in accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the date of termination, plus (vi) payment at a discount rate equal to 200 basis points plus the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company London Interbank Offered Rate for up to $10,000 for the cost of outplacement services during the a one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such payments would otherwise violate Section 409Adate, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to Company within ten days of such termination, Executive may elect to receive the seventh month following his termination Base Salary component of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid such lump sum payment in accordance with Company's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence; (ii) Executive shall be entitled to continue, for two years, to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and (iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of this Section 6(c)the relevant ISO Agreement.

Termination Without Cause or for Good Reason. If Executive’s employment with the Termination Event Employer and its Affiliates is termination by the Company at any time terminated during the Employment Period by the Employer without Cause (other than by notice of nonrenewal of the Employment Period) or by the Executive at any time during the Employment Period for Good Reason, the Employer shall provide Executive shall be entitled towith the following payments and benefits: (i1) contingent upon the effectiveness of a reasonable general release of claims in form and substance satisfactory to the Employer which is executed within forty-five (45) days of the date of such termination, (A) Base Salary continuation during the period commencing on the sixtieth (60th) date following such Separation and ending sixty (60) days following the last day of the then-current Employment Period without giving effect to any automatic extension thereof (the “Severance Period”); (B) provided that such Separation occurs on or after July 1 of the applicable calendar year, the annual bonus, if any, Executive would have received for such calendar year had Executive remained employed through the date on which such bonuses are paid to eligible employees generally, which annual bonus shall be paid at the time the Employer pays such bonuses to eligible employees generally but in no event later than March 15 of the calendar year following the calendar year in which such Separation occurs and (C) payment of Executive’s premiums for continuation coverage pursuant to the Consolidated Omnibus Budget Act of 1985, as amended (“COBRA”), less the amount that an active employee would be required to pay for such coverage, for the Employer’s medical insurance plan during the Severance Period (if eligible for COBRA and COBRA is timely elected), or until Executive obtains replacement medical coverage, whichever occurs first; (2) immediate vesting of all unvested equity incentives granted to Executive under the Employer’s equity incentive plan; (3) any accrued but unpaid Base Salary through and unreimbursed expense due Executive under Section 1(b)(iv) together with any earned but unpaid annual bonus with respect to the date year prior to the year of termination, plusSeparation and accrued but unused vacation time; and (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii4) any accrued and unpaid vacation pay, unreimbursed expenses or other vested benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as under any employee benefit plan of the date of termination) during the Severance Period (as defined Employer or its Affiliates in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal which Executive was participating immediately prior to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of such termination, plus (vi) the continuation of all health such benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those be provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of the applicable employee benefit plan. In addition, if Executive’s employment is terminated by the Employer without Cause and in bad faith with the intention of thwarting Executive’s ability to earn the Contingency Consideration as a “Seller” under the Purchase Agreement (each as defined in the Purchase Agreement), Employer shall pay to Executive an amount equal to Executive’s share of the Contingency Consideration in his capacity as a Seller equal to the product of (i) Executive’s percentage ownership of Employer immediately prior to the Closing (as defined in the Purchase Agreement) multiplied by (ii) the difference of (x) 500,000.00, minus (y) the amount of Contingency Consideration earned and paid to the Sellers, if any, under the Purchase Agreement as of the date of such termination (provided that in no event shall there be any duplication of Contingency Consideration payments). Notwithstanding the foregoing, if Executive breaches any of the provisions of Section 3, Section 4 or Section 5 hereof, any and all remaining payments and benefits payable under this Section 6(c)Agreement shall be immediately forfeited.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended ("COBRA"), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cextent applicable).

Termination Without Cause or for Good Reason. If the Termination Event is termination by the The Company may terminate Executive's employment hereunder without Cause at any time during time. Such notice shall specify the Employment Period effective date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(c) without Cause or by the Executive at any time during the Employment Period for Good Reason, in each case prior to or more than 24 months following a Material Change (as defined in the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as amended and restated effective January 1, 2009), then Executive shall be entitled to: (i) any accrued but unpaid Base Salary through payment of the date of termination, plusAccrued Payments; (ii) the Pro Rated Bonus a separation allowance, payable as soon as practicable in equal installments in accordance with normal payroll practices over a 12 month period beginning immediately following the date of termination, plusequal to (2) times the sum of the Executive's then Base Salary; (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plusannual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined except for outstanding and unvested Performance Stock Unit Awards addressed in Section 6(l)4(c), payable all of Executive's then unvested restricted stock or restricted stock units granted to Executive will continue to vest and restrictions lapse in accordance with their respective terms over the payroll practices then 12 month period immediately following such termination date, conditioned on the Company receiving from Executive the release of claims referred to in effect at the Company, plusSection 6(h) below; (v) an the Company shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the 12 month period beginning on the effective date of the termination of Executive's employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as "Benefits Continuation". In addition, the Company agrees to pay Executive a lump sum cash payment in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the medical and dental coverage in effect for Executive (and his dependents, if any) immediately prior to his termination of employment, with such cash amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect cost of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid premiums for such coverage that would apply if Executive were to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the elect COBRA continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with coverage under the Company, plus (vii) the reimbursement by the Company for up to $10,000 's medical and dental plans following his termination of employment and continue such coverage for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-12 month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his Executive's termination of employment. All payments due The Executive under this Section 6(c) after agrees to notify the six-month period following Executive’s termination Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of employment shall be paid in accordance with the terms of this Section 6(c)another employer.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive's death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive's accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive's employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company's policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company's policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a "Release"), returns such Release to the Company by no later than 45 days following the Termination Date (the "Release Deadline") and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the "Release Effective Date"), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive's estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the greater of Executive's Base Salary (xas defined below) during the Incentive Bonus period beginning on the Executive's Termination Date and continuing for eighteen months thereafter ("Salary Continuation"). This Salary Continuation payment shall be paid or earned but unpaid in bi-weekly installments, consistent with the Company's payroll practices. Subject to Executive in respect of Sections 4(c) and 4(d) hereof, the prior fiscal year or (y) first such payment shall be made on the average Incentive Bonus paid or earned but unpaid first payroll date following the Release Effective Date, such payment to Executive in respect of include all payments that would have otherwise been payable between the three (3) previous fiscal years, payable as soon as practicable following Termination Date and the date of termination, plussuch payment. (vi2) The Company will pay to the continuation Executive, with respect to the short-term cash bonus plan in which the Executive was eligible to participate in the year of all health benefits the Executive's Termination Date, on the six (6) month anniversary of the Executive's Termination Date, a pro-rated amount of the Executive's bonus under such plan based on actual performance during the Severance Period at the same cost to Executive as though Executive continued his employment applicable performance period, determined in accordance with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability terms of the Incentive Equity that would have vested during plan and subject to the Severance Periodapproval of the Compensation and Organization Committee of the Board of Directors, plus (ix) a period through the earlier to occur of ninety (90) days following the end of the Severance Period applicable performance period and the six (6) month anniversary of the Executive's Termination Date. The pro-rated amount will be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) Subject to exercise any vested Optionsthe Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during the period in which Salary Continuation is in effect, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”to the extent applicable). (4) The Executive will be eligible to receive the additional cash amounts in lieu of the Executive's then-outstanding and unvested equity replacement grants and inducement equity grants, as described under the heading "Termination Without Cause or for Good Reason" in the Letter Agreement. Subject to Sections 4(c) and 4(d) hereof, the payments described above do not satisfy any applicable exemptions, then first such payments payment shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day payroll date following the Release Effective Date. For the avoidance of doubt, except as provided in Section 2(a)(4), the seventh month following his termination payments and obligations set forth in this Section 2(a) shall be in lieu of employment. All any payments due to the Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with Letter Agreement or the terms of this Section 6(c)Prior Agreement.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, in each case, other than during the one-year period following a Change of Control, the Company shall (a) pay to the Executive shall be entitled to: (i) any portion of Executive’s accrued but unpaid Base Salary base salary earned through the date of termination, plus Termination Date; (iib) reimburse the Pro Rated Bonus payable as soon as practicable following Executive for any and all amounts advanced in connection with Executive’s employment with the date of termination, plus (iii) any accrued Company for reasonable and unpaid vacation pay, unreimbursed necessary expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) incurred by Executive through the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (c) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (d) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than the applicable deadline set forth in such Release (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable): (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Section 4(c) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended ("COBRA"), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cextent applicable).

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (i) any accrued but unpaid Base Salary through continue payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety twelve (9012) days months following the end of termination date (the “Severance Period to exercise any vested OptionsPeriod”) on the Company’s regular payroll dates; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior any payments otherwise scheduled to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first day payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; (ii) continue payment of any Company paid health insurance plans currently in effect for the benefit of Executive at the time of termination until the earliest of (i) twelve (12) months following the six-month period beginning on termination date; or (ii) the date of termination of when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment if such payments would otherwise violate Section 409A, Department of Treasury regulations or self-employment; and (iii) All unvested equity awards shall immediately vest and other interpretive guidance issued thereunder, including without limitation any such regulations Executive shall be entitled to exercise all vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) twelve (12) months after termination; or other guidance that may be issued after (ii) the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day remaining term of the seventh month following his termination of employment. All payments due Executive award(s). (iv) Any payment made under this Section 6(c11(d) after the six-month period following Executive’s termination of employment shall be paid in accordance with credited against any severance payment that Executive may otherwise be entitled to under the terms of this Section 6(c)Mexican Labor Code or any other applicable law.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated (x) by the Employment Period without Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive at any time during the Employment Period for Good Reason, the Company shall pay or provide the Executive shall be entitled towith the following, subject to the provisions of Section 25 hereof: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) subject to the Pro Rated Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one and one-half (1.5) multiplied by the sum of the Executive’s Base Salary and Target Bonus payable as soon as practicable for the year of termination (the “Severance Amount”), paid in equal monthly installments for a period of eighteen (18) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the date termination of termination, plusemployment shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable subject to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which shall be Executive’s timely election of continuation coverage under the Base Salary as Consolidated Omnibus Budget Reconciliation Act of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”), (B) the Executive’s continued copayment of premiums at the same level and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior cost to the first day following Executive as if the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day were an employee of the seventh month Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Executive’s not engaging in a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (to the extent permitted under applicable law) which covers the Executive (and his eligible dependents) for a period of eighteen (18) months following his termination such termination, provided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of employment. All payments due the deemed cost of such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 6(c8(d)(iii) after the six-month period following Executive’s termination of employment shall immediately cease. Payments and benefits provided in this Section 8(d) shall be paid in accordance with lieu of any termination or severance payments or benefits for which the terms Executive may be eligible under any of this Section 6(c)the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled to:then in consideration of Executive’s services rendered prior to such Termination; (i) any accrued but unpaid the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the date Date of terminationTermination to the extent not theretofore paid, plusand (2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to one (1) times Executive’s then existing Base Salary (the “Severance Payment”); (ii) if Executive is eligible for and timely and properly elects continuation coverage under the Pro Rated Bonus payable as soon as practicable Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the Employer shall reimburse Executive monthly for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents for one (1) year following the date Date of termination, plus Termination (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be “COBRA Reimbursement”). If the Base Salary as terms of the date applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and Executive’s dependents beyond the expiration of termination) during the Severance Period (as defined statutorily proscribed COBRA period, the Employer shall make monthly cash payments to Executive in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to monthly COBRA premium for coverage for Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 and Executive’s dependents for the cost duration of outplacement services during the such one (1) year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsperiod; provided, however, that the CompanyEmployer’s obligations under Section 6(c)(vithis item (ii) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance on which Executive enrolls in a group health plan offered by another employer that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).provides substantially similar coverage; and

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated (x) by the Employment Period without Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive at any time during the Employment Period for Good Reason, the Company shall pay or provide the Executive shall be entitled towith the following, subject to the provisions of Section 25 hereof: (i) any accrued but unpaid Base Salary through the date of termination, plusAccrued Benefits; (ii) subject to the Pro Rated Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to an amount equal to one and one-half (1.5) multiplied by the sum of the Executive’s Base Salary and Target Bonus payable as soon as practicable for the year of termination (the “Severance Amount”), paid in equal monthly installments for a period of eighteen (18) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the date termination of termination, plusemployment shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable subject to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which shall be Executive’s timely election of continuation coverage under the Base Salary as Consolidated Omnibus Budget Reconciliation Act of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 19861985, as amended (“Section 409ACOBRA”). (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the payments described above do Executive’s not satisfy any applicable exemptionsengaging in a Material Covenant Violation or a Material Cooperation Violation, then such payments shall not be made prior continued participation in the Company’s group health plan (to the first day extent permitted under applicable law) which covers the Executive (and his eligible dependents) for a period of eighteen (18) months following such termination, provided that if the sixCompany’s group health plan is self-month period beginning on insured, the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after Company will report to the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid appropriate tax authorities taxable income to the Executive on equal to the first day portion of the seventh month following his termination deemed cost of employment. All payments due such participation (based on applicable COBRA rates) not paid by the Executive; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 6(c8(d)(iii) after the six-month period following Executive’s termination of employment shall immediately cease. Payments and benefits provided in this Section 8(d) shall be paid in accordance with lieu of any termination or severance payments or benefits for which the terms Executive may be eligible under any of this Section 6(c)the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If Employee’s employment by the Termination Event is Company ceases due to a termination by the Company at any time during the Employment Period without Cause (as defined below) or a resignation by the Executive at any time during the Employment Period Employee for Good ReasonReason (as defined below), Executive shall Employee will be entitled to: : (i) any payment of all accrued but and unpaid Base Salary through the date of termination, plus such cessation and payment of any annual bonus otherwise payable (but for the cessation of Employee’s employment) with respect to a year ended prior to the cessation of Employee’s employment; (ii) the Pro Rated Bonus payable as soon as practicable Base Salary continuation for 12 months following the termination date of termination, plus (the “Severance Period”); (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of average Annual Bonus earned by Employee over the preceding two years (x) or over the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate employment if termination occurs prior to the end of the Severance Period ifsecond fiscal year following commencement of employment), during which shall be paid in equal installments over the Severance Period12 month period following Employee’s termination pursuant to the Company’s normal payroll practices; (iv) payment of a pro-rata Annual Bonus for the year of termination, Executive obtains health benefits from a new employer that are substantially equivalent to those provided determined and paid in the same manner and at the same time as Employee’s Annual Bonus would otherwise have been had Employee remained employed by the Company; provided(v) continued coverage under the Company’s medical plan during the Severance Period (or tax equivalent payment if continued coverage would result in adverse tax consequences); (vi) with respect to each outstanding grant of time-based restricted stock, furthertime-based restricted stock units or stock options, the vesting on the tranche that was next scheduled to vest pursuant to each such grant shall be accelerated; and (vii) a pro-rata portion (based on the full number of completed days of Employee’s employment with the Company in the applicable performance period divided by the total number of days in the applicable performance period) of any outstanding performance-based restricted stock units will remain outstanding and will vest to the extent earned based on the actual performance of the Company through the end of the applicable performance period and will be settled within 2 1⁄2 months of the end of the applicable performance period; provided however, if Executive is a “specified employee” as defined Change in Section 409A Control occurs during the performance period of any still outstanding performance-based restricted stock units, the Internal Revenue Code applicable pro-rata portion of 1986such units, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive determined under this Section 6(c) after Section, will then vest at the six-month period following Executive’s termination of employment shall target level and be paid in accordance with the terms of this Section 6(c)immediately settled.

Termination Without Cause or for Good Reason. If the Termination Event is termination by (a) the Company at any time during the Employment Period shall terminate Executive’s employment without Cause or by the (b) Executive at any time during the Employment Period shall terminate Executive’s employment for Good Reason, Executive or Executive’s Termination is the result of disability resulting from an injury or death incurred in the course and scope of employment, in each case, during the Employment Period, the Company shall be entitled topay to Executive: (i) any accrued but and unpaid Base Salary and accrued and unused vacation earned through the date Date of terminationTermination, which shall be paid within the time period required by applicable law; plus (ii) as severance payments, and provided that Executive executes and delivers (and does not revoke) a general release of all claims in form and substance satisfactory to the Pro Rated Bonus payable as soon as practicable Company within 60 days following the Date of Termination, Base Salary for twelve (12) months, plus reimbursement for the cost of COBRA coverage for twelve (12) months or, if earlier, until Executive becomes eligible for coverage under different health insurance, which shall be paid in periodic installments on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of termination, the 60th day following the Date of Termination (which first payment shall include any payments of Base Salary that should have been made during such 60-day period but for the 60-day release consideration period); plus (iii) any accrued and unpaid vacation paya prorated Annual Bonus based on actual performance for the full calendar year (which, unreimbursed expenses or if earned, will be paid when other benefits which may be applicable to and owing in accordance with Company policies or applicable law, executives are paid annual bonuses for such year); plus (iv) prorated vested of each then-outstanding equity award held by Executive based on the Base Salary time elapsed from the commencement of vesting of such award through the Date of Termination and, if applicable, actual performance through the Date of Termination. Notwithstanding the foregoing, if such termination occurs within twelve (which shall be the Base Salary as of the date of termination12) during the Severance Period months following a Change in Control (as defined in Section 6(l)Parent’s Omnibus Incentive Plan), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (xA) the Incentive Bonus paid or earned but unpaid to Executive COBRA benefits provided in respect clause (ii) above will be provided for eighteen (18) months, and (B) in lieu of the prior fiscal year or prorated vesting benefits provided in clause (yiv) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Periodabove, Executive obtains health benefits from a new employer that are substantially equivalent will vest in all then-outstanding equity awards held by him, with any performance-vesting awards to those provided by vest based on actual performance through the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A Date of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employmentTermination. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment There shall be paid in accordance with the terms of this Section 6(c)no obligation to mitigate damages, or offset, to severance payments.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall will be entitled to: (i) any : payment of all accrued and unpaid Annual Salary and accrued but unpaid Base Salary unused vacation days through the date of such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company ending prior to such termination; continuation of health care coverage for Executive (and, to the extent covered immediately prior to the date of the termination, plus his spouse and dependents), at the same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the end of the Severance Period, or (ii) the Pro Rated Executive's eligibility for coverage under another employer's group health plan; payment of a pro-rata Annual Bonus payable as soon as practicable following the date for fiscal year of termination, plus which will be determined in good faith by the Company. payment for reasonable executive outplacement services; payment of semi-monthly severance payments for the duration of the Severance Period in an amount equal to (iiii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base one-twenty-fourth of his Annual Salary as of the date of such termination, plus (ii) during one-twenty-fourth the Severance Period Average Annual Bonus, plus (iii) one-half of the monthly car allowance specified in Exhibit A; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as defined in Section 6(l))of the termination date, payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (xi) the Incentive Bonus paid time remaining until the Expiration Date, or earned but unpaid to Executive in respect (ii) the remainder of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid in which such termination occurs; and with respect to any options then held by Executive in respect to purchase capital stock of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability extension of the Incentive Equity that would have vested during the Severance Period, plus (ix) a post-termination exercise period of ninety (90) such options to 90 days following the end of the Severance Period Period. The severance benefits described in this Section 6.1 will be paid in lieu of and not in addition to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided other severance arrangement maintained by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If In the Termination Event is event of any termination by the Company at any time during the Employment Period without Cause of this Agreement pursuant to Section 7.1(b) or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:7.1(d), (ia) any accrued but unpaid Base Salary The Company shall pay Employee the compensation and benefits otherwise payable to Employee under Section 5 through the date of termination, (b) For six months after the effective date of termination, plusthe Company shall continue to pay Employee his base salary under Section 5.1 above at Employee's then-current salary, less applicable withholding taxes, payable on the Company's normal payroll dates during that period, provided, however, that if Employee secures other employment with a Competitor (as defined under Section 8.2(f) below) during the period that Section 5.1 remains in effect pursuant to this Section 8.2, the Employee shall no longer be entitled to continue to receive his base salary pursuant to this Section 8.2(b) , and (c) Employee's rights under the Company's benefit plans of general application after termination shall be determined under the provisions of those plans. (d) The stock options granted pursuant to Section 5.1(b) shall continue to vest for an additional six months after the effective date of termination and such options shall expire on the earlier of (i) three months after such additional six month period and (ii) the Pro Rated Bonus payable Expiration Date (as soon defined in the stock option agreement governing such stock options) and may not be exercised thereafter under any circumstance. All Sensys options granted prior to the merger will immediately vest. (e) The Company's obligation to make the payments required by this Section 8.2 is in lieu of any damages or any other payment which the Company might otherwise be obligated to pay Employee as practicable following a result of Employee's termination of employment. The Company and Employee agree that, in view of the date nature of the issues likely to arise in the event of such a termination, plus (iii) any accrued it would be impracticable or extremely difficult to fix the actual damages resulting from such termination and unpaid vacation payproving actual damages, unreimbursed expenses or other benefits which may causation and foreseeability in the case of such termination would be applicable costly, inconvenient and difficult. In requiring the Company to and owing in accordance with Company policies or applicable lawmake the payments as set forth herein, plus (iv) it is the Base Salary (which shall be intent of the Base Salary parties to provide, as of the date of termination) during the Severance Period (as defined in Section 6(l))this Agreement, payable in accordance with the payroll practices then in effect at the Company, plus (v) an for a liquidated amount equal of damages to the greater of (x) the Incentive Bonus be paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company to Employee. Such liquidated amount shall be deemed full and adequate damages for up such termination and is not intended by either party to $10,000 for the cost of outplacement services during the one year following the date of termination, plusbe a penalty. (viiif) For purposes of this Agreement, "Competitor" means any person, firm, partnership company, corporation or any other entity engaged in the acceleration business of vesting and exercisability design, research, development, marketing, sale, or licensing of semiconductor metrology equipment that is substantially similar to or competitive with the business of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), Company and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Sensys Instruments.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment and the Employment Term are terminated by the Company at any time during the Employment Period without Cause (except by reason of the Executive’s Death or Disability) or by the Executive at any time during the Employment Period for Good Reason, Executive the Company shall be entitled to: (i) any accrued but unpaid Base pay the Executive the Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued earned and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination and provide the Executive the Accrued Benefits, (ii) pay the Executive at the times specified below an aggregate amount equal to two times the sum of (A) his Salary at the date of termination and (B) his target bonus amount in effect for the year of termination, (iii) during the Severance Period (as defined in Section 6(l)below), payable continue to provide the Executive coverage under those Company-sponsored welfare benefit plans (other than severance plans) in which he participated immediately prior to such termination, but only to the extent such continued coverage can be provided pursuant to the terms and conditions of any such plan and without adverse tax consequences to the Executive, the Company or any other participant in such plans and subject to the Executive’s continued payment of any premiums or other amounts for such benefits that he was paying for participation in any such plan immediately prior to such termination, (iv) provide that any outstanding option to purchase Company Stock held by the Executive as of the date of termination and granted to him on or after the Commencement Date (including, but not limited to, the Commencement Option) shall continue to vest in accordance with its regular vesting schedule through the payroll practices then in effect at the Company, plus (v) an amount equal to the greater expiration of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company and shall remain exercisable for up to $10,000 for the cost of outplacement services during the one year following the expiration of the Severance Period (or, if less, for the remaining term of such option), after which all such outstanding options shall expire and (v) provide that any restricted stock unit or performance share or performance unit award (including, but not limited to, the Commencement Units) outstanding at the date of Executive’s termination and granted on or after the Commencement Date shall vest as of the date of such termination, plus (viii) to the acceleration of vesting and exercisability of the Incentive Equity that extent such awards would have become vested during in accordance with their regular vesting schedule had the Executive’s employment continued through the expiration of the Severance Period, plus (ix) a period and, in the case of ninety (90) days following the end of the Severance Period to exercise any vested Options; providedperformance shares or performance units, however, assuming that the Company’s obligations under applicable performance goal had been achieved at target. For purposes of this Section 6(c)(vi) shall terminate prior to 6.2, the end of the Severance Period if, during the “Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by ” shall mean the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning commencing on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive ending on the first day before the second anniversary of the seventh month following his such termination of employmentdate. All Except as otherwise expressly provided in Section 6.5, all payments due Executive to be made on benefits provided under this Section 6(c) after 6.2 shall be made and benefits provided when such payments or other benefits would have been made or provided if the six-month period following Executive’s termination of employment had not terminated (e.g., so that the Executive shall be paid the amounts payable in accordance with respect of Salary and annual bonus on the terms of this Section 6(csame basis as though the Executive remained employed by the Company).

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment and the Employment Term are terminated by the Company at any time during the Employment Period without Cause (except by reason of the Executive’s Death or Disability) or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:the Company shall (i) any accrued but unpaid Base pay the Executive the Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued earned and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination and provide the Executive the Accrued Benefits, (ii) if at the Executive’s date of termination, the annual bonuses, if any, payable for services rendered in the Company’s last completed fiscal year have not yet been paid, pay the Executive the annual bonus amount that would be payable to him for such prior fiscal year, on the same terms and conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment; (iii) pay the Executive a bonus amount for the calendar year in which his termination of employment occurs equal to the annual bonus that would have been payable to him for such year had his employment continued, but pro-rated to reflect Executive’s actual period of employment during such calendar year. The amount of such bonus shall be determined on the same terms and conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment. Executive agrees and acknowledges that, in determining the amount of such bonus, the Compensation Committee shall have all of the rights afforded to it pursuant to the applicable bonus plan (including the right to exercise negative discretion in determining such amount) and may treat Executive less favorably than the Company’s other executive officers participating in such plan; (iv) pay the Executive an aggregate amount equal to two times his Salary at the date of termination; (v) pay the Executive in December of each of the first and second calendar years beginning after the date of his termination of employment, an amount equal to his target bonus amount in effect for the year of termination, (vi) during the Severance Period (as defined in Section 6(l)below), payable continue to provide the Executive coverage under those Company-sponsored welfare benefit plans (other than severance plans) in accordance with the payroll practices then in effect at the Companywhich he participated immediately prior to such termination, plus (v) an amount equal but only to the greater extent such continued coverage can be provided pursuant to the terms and conditions of (x) any such plan and without adverse tax consequences to the Incentive Bonus paid Executive, the Company or earned but unpaid any other participant in such plans and subject to Executive the Executive’s continued payment of any premiums or other amounts for such benefits that he was paying for participation in respect of the any such plan immediately prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of such termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus, (vii) the reimbursement provide that any outstanding option to purchase Company Stock held by the Company Executive as of the date of termination and granted to him on or after the Commencement Date (including, but not limited to, the Commencement Option) shall continue to vest in accordance with its regular vesting schedule through the expiration of the Severance Period and shall remain exercisable for up to $10,000 for the cost of outplacement services during the one year following the date expiration of terminationthe Severance Period (or, plusif less, for the remaining term of such option), after which all such outstanding options shall expire and (viii) provide that any unvested restricted stock unit or performance share or performance unit award (including, but not limited to, the acceleration Commencement Units) outstanding at the date of vesting Executive’s termination and exercisability granted on or after the Commencement Date, shall vest as of the Incentive Equity that date of such termination, to the extent such awards would have become vested during in accordance with their regular vesting schedule had the Executive’s employment continued through the expiration of the Severance Period, plus and, in the case of any performance shares or performance units that are not Post January 1, 2009 Awards (ix) a period of ninety (90) days following as defined below), assuming that the end of the Severance Period to exercise any vested Optionsapplicable performance goal had been achieved at target; provided, however, that that, an unvested Post January 1, 2009 Award shall only vest in accordance with the Company’s obligations under Section 6(c)(viforegoing provisions of this sentence if and when such award would otherwise have vested in accordance with the performance goals applicable thereto. For purposes of clause (viii) shall terminate prior to the end of the Severance Period ifpreceding sentence, during a “Post January 1, 2009 Award” shall mean an award intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code with a performance period beginning after January 1, 2009. For purposes of this Section 6.2, the “Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by ” shall mean the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning commencing on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive ending on the first day before the second anniversary of the seventh month following his such termination of employmentdate. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid Except as otherwise expressly provided in accordance with the terms of this Section 6(c).subclause

Termination Without Cause or for Good Reason. If the Termination Event Employment Period is termination terminated by the Company at any time during the Employment Period Group without Cause or by the Executive at any time during the Employment Period as a result of a resignation for Good Reason, in addition to the Accrued Benefits, Executive shall be entitled to: to receive (i1) any accrued but unpaid continuation of the Base Salary through (as in effect immediately prior to termination of employment) for a period of twelve (12) months following the date of termination, plus termination (iibut subject to the immediately following paragraph) in accordance with the payroll schedule in effect at the time; (2) the Pro Rated Annual Bonus payable for the calendar year immediately preceding the year of termination to the extent earned in full and unpaid as soon of the effective date of such termination; (3) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under 29 U.S.C. § 1161 et seq. (commonly known as practicable “COBRA”) following the termination of the Employment Period, then Executive shall be entitled to continuation of group health plan benefits for a period of twelve (12) months following the date of termination, plus with the cost of the regular premium for such benefits shared in the same relative proportion by the Company Group and Executive as in effect on the date of termination until the earliest of (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary expiration of the twelve (12) month period following the date of termination; (B) the expiration of Executive’s continuation coverage under COBRA; and (C) the date of commencement of any employment or self-employment in which comparable benefits are available to the Executive as a result of such employment or self-employment; and (4) with respect to the equity awards described in Section 3(c) to the extent then unvested, that portion of such equity awards that would have vested over the twelve month period following the date of termination (25,000 Restricted Stock Units and up to 96,250 Non-Qualified Options) shall be the Base Salary deemed vested as of the date of termination and such Non-Qualified Options, to the extent vested, shall remain exercisable for a period of twelve (12) months from the date of termination) during the Severance Period ; provided, however, that if such termination occurs on, in connection with or within one year following a Change of Control (as defined in Section 6(l)the Equity Plan), payable the equity awards described above in accordance with the payroll practices then in effect at the CompanySection 3(c), plus (v) an amount equal to the greater extent then unvested, shall vest in full as of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of terminationtermination and the vested Non-Qualified Options shall remain exercisable following the Change of Control only if option grants under the Equity Plan generally remain outstanding following the Change of Control pursuant to the applicable transaction documents; provided further, plus (vi) that, in the continuation case of all health benefits during such a termination in connection with a Change of Control, such additional vesting shall only occur so long as the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost Change of outplacement services during the one year following Control occurs within four months of the date of termination, plus (viii) termination and such additional vestings due to the acceleration Change of vesting and exercisability Control shall be deemed vested on the date of the Incentive Equity that would have vested during Change of Control rather than the date of termination (items (1) through (4) collectively, the “Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsBenefits”); provided, however, that the CompanyCompany Group’s obligations under obligation to provide the Severance Benefits to Executive pursuant to this Section 6(c)(vi4(b)(ii) shall terminate prior be conditioned upon Executive’s execution and the irrevocability of a release in a form acceptable to the end Company within thirty (30) days after Executive’s last day of employment with the Company Group (the “Release”). Executive shall not be entitled to any other salary, compensation (including equity that remains unvested after application of this Section 4(b)(ii)) or other benefits after termination of the Employment Period, except as specifically provided for in the Company Group’s employee benefit plans or as otherwise expressly required by applicable law. Notwithstanding the foregoing, nothing in this Section 4(b)(ii) shall be construed to affect Executive’s right to receive the COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to the COBRA continuation after Executive’s right to cost-sharing under the Severance Period ifBenefits ceases. Any Severance Payments payable pursuant to this Section 4(b)(ii) shall not be paid until the first scheduled payment date following the date the Release is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by period following the Companydate of termination if such deferral had not been required; provided, furtherhowever, that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”) shall not be paid until the 60th day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required; provided further that, if Executive is a “specified employee” as defined in Section 409A within the meaning of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior Severance Payments payable to Executive under this Section 4(b)(ii) during the first six months and one day following the six-month period beginning on the date of termination pursuant to this Section 4(b)(ii) that constitute nonqualified deferred compensation within the meaning of employment Section 409A shall not be paid until the date that is six (6) months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after have been entitled to during the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s the date of termination of employment shall be paid in accordance with the terms of this Section 6(c)if such deferral had not been required.

Termination Without Cause or for Good Reason. If Subject to the Termination Event is termination terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.11, the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reasonshall pay to Executive, Executive shall be entitled toas severance benefits: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an An amount equal to the greater product of (a) the applicable Severance Multiple (as defined below) and (b) the sum of (x) the Incentive Bonus paid or earned but unpaid to highest annual Base Salary rate for Executive in respect of effect over the prior fiscal year or two (2) years and (y) the average Incentive highest amount of Executive’s Target Bonus or Annual Cash Bonus actually paid or earned but unpaid over the prior two (2) years, whichever is greater, which total payment shall be paid to Executive in respect of on a salary continuation basis according to the three (3) previous fiscal years, payable as soon as practicable Company’s normal payroll practices over the 18 month period following the date of terminationthe Executive incurs a Separation from Service, plus (vi) but in no event less frequently than monthly. As used herein, the continuation of all health benefits during “Severance Multiple” shall be 3.0 if the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company termination without Cause or resignation for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of Good Reason occurs within ninety (90) days preceding or twelve (12) months following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employeeChange in Control” (as defined below) and 2.0 in Section 409A the case of any other termination without Cause or resignation for Good Reason. (ii) Subject to (1) the Internal Revenue Code Executive’s timely election of 1986continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“Section 409ACOBRA”), and (2) the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior Executive’s continued copayment of premiums at the same level and cost to the first day following Executive as if the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day were an employee of the seventh month following his termination Company (excluding, for purposes of employment. All payments due Executive calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 18 months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iii) In addition to the benefits described in Section 6(c3.4(a)(i) and (ii), in the event that such termination occurs within ninety (90) days preceding or twelve (12) months following a “Change in Control” (as defined below), the Company shall accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full.

Termination Without Cause or for Good Reason. If The Employment Term and the Termination Event is termination Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company at any time during without Cause. In the Employment Period without Cause or by event of such termination, the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through to receive the date Accrued Amounts and subject to the Executive’s compliance with Sections 5, 6, 7, and 8 of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date this Agreement and his execution of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing a release of claims in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as favor of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive its affiliates and their respective officers and directors in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement a form provided by the Company for up to $10,000 for (the cost of outplacement services during the one year following the date of termination, plus “Release”) and such Release becoming effective within thirty (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (9030) days following the end Termination Date (such 30-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (a) continued Base Salary for one (1) year following the Termination Date payable in a single lump sum within thirty (30) days following the Termination Date; (b) any Annual Bonus earned for a previously completed fiscal year but unpaid as of the Severance Period Termination Date; (c) a payment equal to exercise any vested Options; providedthe product of (i) the Annual Bonus, howeverif any, that the Executive would have earned for the fiscal year in which the Date of Termination occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives; (d) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s obligations under Section 6(c)(viemployee benefit plans as of the Termination Date and, if Executive elects to continue health insurance benefits pursuant to COBRA, the Company will, for a period of twelve (12) shall terminate months from the Termination Date, reimburse Executive for the premiums payable by Executive for such coverage in the same proportion as the Company paid for Executive’s health insurance coverage immediately prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided Termination Date; (e) any personal computer owned by the Company; provided, further, if Company which was used primarily by the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Termination Date.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe “Accrued Compensation”). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended (“COBRA”), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(viobligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive’s right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cextent applicable).

Termination Without Cause or for Good Reason. If the Termination Event is termination your employment by the Company at any time during is terminated by the Employment Period Company without Cause or by the Executive at any time during the Employment Period you for Good Reason, Executive shall be entitled to: the Company will pay or provide you with (ix) any accrued Accrued Benefits; and (y) subject to your compliance with the obligations in paragraphs 8 and 9 hereof: (1) continued payment of your base salary (but unpaid Base Salary through not as an employee) in accordance with the usual payroll practices of the Company for the greater of (A) a period equal to the period between the date of terminationtermination and the end of the Employment Term or (B) a period equal to three months following such termination (the “Severance Period”); (2) at the time bonuses are typically paid to employees, plus a pro-rata portion of the Bonus for the fiscal year in which your termination occurs based on actual results for the plan year (iidetermined by multiplying the amount of the Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365); (3) subject to (A) your timely election of continuation coverage under the Pro Rated Bonus payable Consolidated Budget Omnibus Reconciliation Act of 1985, as soon amended (“COBRA”) and (B) your continued copayment of premiums at the same level and cost to you as practicable following if you were an employee of the date Company (excluding, for purposes of terminationcalculating cost, plus (iii) any accrued an employee’s ability to pay premiums with pre-tax dollars), to the extent permitted under applicable law and unpaid vacation paythe terms of such plan, unreimbursed expenses or other benefits continued participation during the Severance Period in the Company’s group health plan which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary covers you as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect termination at the Company’s expense (other than the aforementioned premiums), plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company provided that you are eligible and remain eligible for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsCOBRA coverage; provided, however, that in the event that you obtain other employment that offers substantially similar or improved group health benefits, such continuation of coverage by the Company under this sub-paragraph shall immediately cease; and (4) immediate vesting and exercisability of 50% of all outstanding stock options to purchase shares of the Company’s obligations under Section 6(c)(vicommon stock. Payments or benefits provided in this paragraph 7(b) shall terminate prior to the end be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the Severance Period ifplans, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by policies or programs of the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).M▇. ▇▇▇ ▇▇▇▇▇▇▇

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment hereunder shall be terminated by the Company at any time during the Employment Period without Cause Cause, or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:then in addition to the payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the Non-Competition Agreement (as defined below): (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to pay Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive six (6) months of Executive’s annual Base Salary, as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate in effective immediately prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of Executive’s termination of employment if such payments would otherwise violate Section 409Ahereunder, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after payable during the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six6-month period following Executive’s termination of employment shall be paid in the form of salary continuation in accordance with the terms Company’s normal payroll practices; (ii) the Company shall pay Executive an annual cash bonus for the year of this Section 6(ctermination, payable at the same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period), subject, however, to proration based on the number of days in the applicable performance period that had elapsed prior to the date of termination; and (iii) if the Executive timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the employer portion of applicable COBRA premium payments for the Executive’s and, as applicable, Executive’s dependents’, continued health coverage under such plan (as in effect or amended from time to time) (the “COBRA Subsidy”) until the earlier of: (1) six (6) months following the Executive’s termination of employment, or (2) the date upon which the Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). The Executive shall promptly inform the Company in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the full unsubsidized costs of such COBRA coverage thereafter.

Termination Without Cause or for Good Reason. If the Termination Event is Upon termination of Executive’s employment (x) by the Company at any time during the Employment Period without Trust other than for Cause or upon Executive’s death or permanent disability or (y) by the Executive at any time during the Employment Period for Good Reason, Executive shall will be entitled toto the benefits provide below: (i) any accrued but unpaid the Trust will pay Executive his Base Salary through the date of termination, plus; (ii) the Pro Rated Bonus payable Trust will pay as soon as practicable severance pay to Executive, not later than the 30th day following the date that is six months following the date of his termination, plus a lump sum severance payment (iiithe “Severance Payment”) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid aggregate of all compensation due to Executive in respect hereunder during the balance of the Term, assuming that the annual bonuses payable to Executive during such period will equal the average of the annual bonuses paid to Executive under this Agreement prior fiscal year to termination of employment, or (y) 2.99 times the “base amount” within the meaning of Sections 280G(b)(3) and 280G(d) of the Code, and any applicable temporary or final regulations promulgated thereunder, or its equivalent as provided in any successor statute or regulation. If Section 280G of the Code (and any successor provisions thereto) is repealed or otherwise inapplicable, then the Severance Payment will equal 2.99 times the average Incentive Bonus paid or earned but unpaid of Executive’s annual compensation for both complete and partial calendar years during so much of the five calendar year period preceding the calendar year in which the termination occurs during which Executive was so employed, determined by analyzing any compensation (other than non-recurring items) includable in Executive’s gross income for any partial calendar year and then adding such non-recurring items to such annualized compensation. Compensation payable to Executive by the Trust will include every type and form of compensation includable in Executive’s gross income in respect of his employment by the three (3) previous fiscal yearsTrust, payable including compensation income recognized as soon as practicable following a result of Executive’s exercise of stock options or sale of the date stock so acquired, except to the extent otherwise provided in Section 280G of termination, plusthe Code and any temporary or final regulations promulgated thereunder; (viiii) if in the continuation opinion of all health benefits during tax counsel elected by Executive and reasonably acceptable to the Trust, any portion of any payment made to Executive, including without limitation, the Severance Period at Payment constitutes an excess “parachute payment” within the same cost to Executive as though Executive continued his employment with the Company, plus (viimeaning of Section 280G(b)(1) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during Code, the Trust will pay Executive an additional amount (the “Additional Amount”) equal to the sum of (x) all taxes payable by Executive under Section 4999 of the Code with respect to the Severance PeriodPayment and the Additional Amount, plus plus (ixy) a period of ninety (90) days following all federal, state or local income taxes payable by Executive with respect to the Additional Amount, and such payment shall be made no later than the end of the Severance Period to exercise any vested Options; provided, however, that Executive’s taxable year next following the CompanyExecutive’s obligations under Section 6(c)(vitaxable year in which the Executive remits the related taxes; (iv) shall terminate prior to for the end duration of the Severance Period ifTerm, but not less than 12 months, those fringe benefits specified in paragraph 4(a) above, including coverage under all insurance programs and plans, provided that (x) the fringe benefits provided during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A taxable year of the Internal Revenue Code of 1986Executive will not affect the benefits to be provided in any later taxable year, as amended (“Section 409A”), and y) any expense reimbursement under the payments described above do not satisfy any applicable exemptions, then such payments fringe benefit plans shall not be made prior to on or before the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first last day of the seventh month Executive’s taxable year following his termination of employment. All payments due the taxable year in which the expense was incurred, and (z) the right to these fringe benefits cannot be liquidated or exchanged for any other benefit; notwithstanding the preceding, any fringe benefits shall be paid for by the Executive under this Section 6(c) after out-of-pocket during the six-month period following the Executive’s termination of employment by the Trust except to the extent the fringe benefits are excludible from gross income, are otherwise deductible as a business expense by the Executive under Section 162 or 167 of the Code, or are medical benefits as described in Treas. Reg. Section 1.409A-1(b)(9)(v)(B) provided during the period of time during which the Executive would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Trust under COBRA if the Executive elected such coverage and paid the applicable premiums. These out-of–pocket payments shall be paid in accordance with reimbursed to the terms Executive within 30 days following the expiration of this Section 6(c)the six-month period.

Termination Without Cause or for Good Reason. If (1) Subject to the Termination Event limitations in Subsection 7(c)(3) below, if Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for with Good Reason, the Company will pay Executive shall be entitled (or in the event of Executive’s subsequent death, Executive’s beneficiaries or estate) a severance benefit (the “Severance Benefit”) in an aggregate amount equal to: (iA) any accrued but unpaid Base Salary through the date Twelve (12) months of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Executive’s monthly Base Salary (which shall be based on the Executive’s Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)Termination Date), payable in accordance with to be paid for a period of twelve (12) months beginning on the commencement date, as determined under Subsection 7(c)(3)(B) below, subject to all applicable payroll practices then in effect at the Company, plustax withholding and other deductions required by law; (vB) an amount equal to Any unpaid Incentive Compensation based on the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) that ended immediately before the average Incentive Bonus Termination Date, to be paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at on the same cost to date and in the same manner Executive as though would be paid if Executive continued his employment remained employed with the Company, plussubject to all applicable payroll tax withholding and other deductions required by law; and (viiC) If Executive timely and properly elects health continuation coverage under the reimbursement Consolidated Omnibus Budget Reconciliation Act of 1985 or any applicable state health insurance continuation law (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (at the same percentage as paid by the Company for up as of the Termination Date). Executive shall be eligible to $10,000 for receive such reimbursement until the cost earliest of: (i) the twelve (12)-month anniversary of outplacement services during the one year following Termination Date; (ii) the date of termination, plus the Executive is no longer eligible to receive COBRA continuation coverage; or (viiiiii) the acceleration of vesting and exercisability of date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the Incentive Equity that would have vested during the Severance Periodforegoing, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that if the Company’s obligations payments under Section 6(c)(vithis Subsection 7(c)(1)(C) shall terminate prior would violate the nondiscrimination rules applicable to non-grandfathered plans under the end Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this Subsection 7(c)(1)(C) in a manner as is necessary to comply with the ACA. (2) The Parties intend the Severance Period if, during Payments under this Section 7 to qualify for the Severance Period, Executive obtains health benefits exemption from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986Code, as amended (“Section 409A”)for separation pay, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior pursuant to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cRegulations 1.409A-1(b)(9)(iii).

Termination Without Cause or for Good Reason. If In the Termination Event is event of the Employee’s termination of employment by the Company at any time during the Employment Period without Cause pursuant to Section 4(a)(iv) or by the Executive at any time during the Employment Period Employee for Good ReasonReason pursuant to Section 4(a)(v), Executive shall be entitled to:in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Employee’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) any accrued but unpaid Continue to pay to the Employee Annual Base Salary through during the date period beginning on the Date of terminationTermination and ending on the first anniversary of the Date of Termination (such period, plusthe “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) Employee an amount equal to the greater product of (A) the amount of the Annual Bonus that would have been payable to the Employee pursuant to Section 3(b) if the Employee was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect number of full months elapsed during the prior fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Employee in accordance with Section 3(b) as if the average Incentive Bonus paid Employee was still employed on the applicable bonus payment date, but in no event earlier than January 1, or earned but unpaid to Executive in respect later than December 31, of the three (3) previous fiscal years, payable as soon as practicable calendar year immediately following the date calendar year in which the Date of termination, plusTermination occurs; (viiii) Accelerate the continuation vesting of all health benefits a pro rata amount of the Annual Equity Award and/or the Signing Restricted Stock Unit Award that would next vest following the Date of Termination, such amount to based on the number of full (not partial) fiscal months elapsed during the Severance Period at twelve (12)-month period between the same cost previous vesting date or, if none, the award date, and the Date of Termination (for example, if a pro rata amount of an Annual Equity Award vests on April 30, 2019, and Employee’s Date of Termination is June 30, 2018, sixteen and sixty-seven percent (16.67%) of the Annual Equity Award that otherwise would vest on April 30, 2019 shall immediately vest, and Employee shall forfeit the remaining eighty-three and thirty-three percent (83.33%) of the Annual Equity Award scheduled to Executive vest on April 30, 2019 as though Executive continued his employment with well as the Company, plusremainder of the Annual Equity Award that otherwise would vest subsequently); and (viiiv) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during During the Severance Period, plus if the Employee elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ix) a “COBRA”), continue coverage for the Employee and any eligible dependents under the Company group health benefit plans in which the Employee and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Employee elects to continue with COBRA coverage, provided that Employee timely submits to the Company evidence of Employee’s payments made to the COBRA administrator, the Company will reimburse Employee for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of ninety (90) days following the end of the Severance Period to exercise any vested Optionscontinued coverage set forth in this Section 5(b)(iv); provided, however, that in the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end event Employee obtains other employment that offers group health benefits, such continuation of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided COBRA coverage by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive Company under this Section 6(c5(b)(iv) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)immediately cease.

Termination Without Cause or for Good Reason. If Upon (i) termination of the Termination Event is Executive's employment without Cause or (ii) voluntary termination by the Company at any time during Executive of the Employment Period without Cause or by the Executive at any time during the Employment Period Executive's employment for Good Reason, : (i) the Executive shall be entitled to: (i) any accrued but unpaid Base Salary through to receive, and the date Corporation shall pay to the Executive, in lieu of two years' notice of termination, plus the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash equal to two times the sum of (1) the Annual Base Salary at the Date of Termination, and (2) the Executive's Target Bonus; (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (ivA) the Base Salary (which Corporation shall be maintain in full force and effect, for the Base Salary as continued benefit of the date Executive and the Executive's family, until two years after the Date of termination) during Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Severance Period Executive was entitled to participate immediately prior to the Date of Termination (or in the case of voluntary termination by the Executive for Good Reason upon or following a Change in Control as defined a result of a reduction in Section 6(l))benefits, payable in accordance with if more favourable to the payroll practices then Executive, such coverage and terms as were in effect immediately prior to the Change in Control) at a cost to the Executive no greater than that which the Executive paid while employed, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation is barred, the Corporation shall arrange to provide the Executive, at the CompanyCorporation's expense, plus with benefits substantially similar to those which the Executive is entitled to receive under such plans, programs or arrangements; or (vB) at the Executive's request, the Corporation will make a cash payment in an amount equal to the greater then estimated net present value (as determined by the Board, acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing two years and using as a discount rate the Corporation's cost of (xfunds under its principal bank working capital credit lines) of such benefits for the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal two-year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable period following the date Date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).Termination;

Termination Without Cause or for Good Reason. i) If the Termination Event Executive's employment is termination terminated prior to the third anniversary of the Effective Date by the Executive for "Good Reason" (as defined below) or by the Company at for any time during reason other than (i) the Employment Period without Cause Executive's death or by Disability or (ii) for Cause, and provided that the Executive at any time during shall have entered into a release of claims in favor of the Employment Period for Good ReasonCompany in a form acceptable to the Company (the "Release"), and also provided that the Executive has complied with the Release and the "Restrictive Covenant Agreement" (as defined below), the Executive shall be entitled toto the following: (i) any accrued but unpaid Base Salary and benefits through the date of termination, plusTermination Date, (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation payBonus for the year prior to the year in which the Termination Date occurs, (iii) cash severance payments equal in the aggregate to the Executive's annual Base Salary at the time of termination, unreimbursed expenses or other benefits which may be applicable to and owing payable in accordance with Company policies or applicable law, plustwelve (12) equal monthly installments beginning at the end of the first full month following the Termination Date; and (iv) the Base Salary (which shall be the Base Salary as continuation of the Executive's health, medical and dental insurance benefits for a period equal to the lesser of (i) twelve (12) months, or (ii) the period ending on the date the Executive first becomes entitled to similar benefits under any plan maintained by any person for whom the Executive provides services as an employee or otherwise. ii) If the Executive's employment is terminated on or after the third anniversary of termination) during the Severance Period Effective Date by the Executive for "Good Reason" (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (vbelow) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up any reason other than (i) the Executive's death or Disability or (ii) for Cause, and provided that the Executive shall have entered into a release of claims in favor of the Company in a form acceptable to $10,000 the Company (the "Release"), and also provided that the Executive has complied with the Release and the "Restrictive Covenant Agreement" (as defined below), the Executive shall be entitled to the following: (i) accrued Base Salary and benefits through the Termination Date, (ii) any accrued and unpaid Bonus for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of year in which the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided Termination Date occurs, (iii) six months advance written notice by the Company; provided, further, if Executive is a “specified employee” as defined Company in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date event of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after by the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).Company as set forth above,

Termination Without Cause or for Good Reason. If In the Termination Event event Employee’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period Employee for Good Reason, Executive Employee shall be entitled toto accrued and unpaid compensation through the Termination Date. In addition, provided Employee signs, does not revoke, and delivers to Company, within seven (7) days following the Termination Date, a general release and waiver in a form acceptable to the Company, attached hereto as Exhibit A (the “Severance Conditions”), Employee shall receive the following severance package: (i) a severance payment equivalent to Employee’s then current base annual salary, less applicable withholding and deductions, paid in equal installments over a one-year period on Company’s regular paydays, with the first such installment payment made on the first payday following the Termination Date, provided, however, that Employee agrees to refund to the Company any accrued but unpaid Base Salary through and all severance payments if the date of termination, plusSeverance Conditions are not met; and (ii) the Pro Rated Bonus payable as soon as practicable premiums required to continue Employee’s group health care coverage for a period of twelve (12) months following the date Termination Date, under the applicable provisions of termination, plusthe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) provided that Employee elects to continue and remains eligible for these benefits under COBRA; and (iii) any accrued the acceleration of vesting of stock options and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable equity awards with respect to and owing in accordance with Company policies or applicable law, plussuch shares that would have vested following the Termination Date; and (iv) the Base Salary Bonus, determined as follows: (which A) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if Employee is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Employee is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any; plus (B) the Bonus within the Applicable Bonus Plan (as defined below) that the Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The “Applicable Bonus Plan” shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices Company’s bonus plan then in effect at if such plan contemplates the CompanyEmployee or, plus if no bonus plan is then in effect that contemplates the Employee, the bonus plan for the immediately preceding bonus period. The unpaid Bonus described in subsection (vA) an amount equal to above shall be payable on the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable first payday following the date of terminationTermination Date, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior Employee agrees to refund to the end of Company any and all unpaid Bonus payments described in subsection (A) above if the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that Conditions are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)not met, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment Forward Bonus shall be paid payable in accordance with the terms of this Section 6(c)12 equal monthly installments.

Termination Without Cause or for Good Reason. If In the Termination Event is event of the Employee’s termination of employment by the Company at any time during the Employment Period without Cause pursuant to Section 4(a)(iv) or by the Executive at any time during the Employment Period Employee for Good ReasonReason pursuant to Section 4(a)(v), Executive shall be entitled to:in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Employee’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) any accrued but unpaid Continue to pay to the Employee Annual Base Salary through during the date period beginning on the Date of terminationTermination and ending on the first anniversary of the Date of Termination (such period, plusthe “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) Employee an amount equal to the greater product of (A) the amount of the Annual Bonus that would have been payable to the Employee pursuant to Section 3(b) if the Employee was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect number of full months elapsed during the prior fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Employee in accordance with Section 3(b) as if the average Incentive Bonus paid Employee was still employed on the applicable bonus payment date, but in no event earlier than January 1, or earned but unpaid to Executive in respect later than December 31, of the three (3) previous fiscal years, payable as soon as practicable calendar year immediately following the date calendar year in which the Date of termination, plusTermination occurs; (viiii) Accelerate the continuation vesting of all health benefits a pro rata amount of the Annual Equity Award that would next vest following the Date of Termination, such amount to based on the number of full (not partial) fiscal months elapsed during the Severance Period at twelve (12)-month period between the same cost previous vesting date or, if none, the award date, and the Date of Termination (for example, if a pro rata amount of an Annual Equity Award vests on April 30, 2017, and Employee’s Date of Termination is June 30, 2016, sixteen and sixty-seven percent (16.67%) of the Annual Equity Award that otherwise would vest on April 30, 2017 shall immediately vest, and Employee shall forfeit the remaining eighty-three and thirty-three percent (83.33%) of the Annual Equity Award scheduled to Executive vest on April 28, 2017 as though Executive continued his employment with well as the Company, plusremainder of the Annual Equity Award that otherwise would vest subsequently); and (viiiv) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during During the Severance Period, plus if the Employee elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ix) a “COBRA”), continue coverage for the Employee and any eligible dependents under the Company group health benefit plans in which the Employee and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Employee elects to continue with COBRA coverage, provided that Employee timely submits to the Company evidence of Employee’s payments made to the COBRA administrator, the Company will reimburse Employee for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other Employee level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of ninety (90) days following the end of the Severance Period to exercise any vested Optionscontinued coverage set forth in this Section 5(b)(iv); provided, however, that in the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end event Employee obtains other employment that offers group health benefits, such continuation of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided COBRA coverage by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive Company under this Section 6(c5(b)(iv) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)immediately cease.

Termination Without Cause or for Good Reason. If Subject to Executive’s execution and delivery of the Termination Event is termination “Release” described in Section 3.6(c) below as to subparagraphs (ii) through (v) inclusive, if Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall will be entitled to: (i) any payment of all accrued but and unpaid Base Salary through the date of termination, plussuch termination in the Company’s normal payroll cycle; (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationa lump sum payment, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the paid within 45 days of Executive’s termination of employment, equal to Executive’s annual Base Salary as of the date of such termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus; (viii) an amount a lump sum payment, which shall be paid within 45 days of Executive’s termination of employment, equal to the greater of (xA) Executive’s target annual bonus for the Incentive Bonus paid or earned but unpaid to Executive in respect year of the prior fiscal year such termination, or (yB) the average Incentive Bonus paid or earned but unpaid to Executive in respect of his actual bonus as received for the last three completed fiscal years; and (iv) waiver of the three applicable premium otherwise payable by the Company if Executive were an active employee for COBRA continuation coverage for Executive (3and, to the extent covered immediately prior to the date of Executive’s termination, his spouse and dependents) previous fiscal yearswith respect to medical insurance for a period equal to 12 months (Executive shall pay his portion of the cost of such coverage as if Executive were still an active employee of the Company); and (v) a lump sum payment, which shall be paid within 45 days of Executive’s termination of employment, equal to the cost that would be incurred by the Company, as reasonably determined by the Company, to waive the applicable premium otherwise payable as soon as practicable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of Executive’s termination, his spouse and dependents) with respect to dental insurance for a period of 12 months following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)termination.

Termination Without Cause or for Good Reason. If In the Termination Event event that during the Employment Term the Executive's employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Company shall pay to the Executive shall the sum of the following amounts: (A) for a period of six months following the date of termination, the reasonable costs associated with executive outplacement services for the Executive, such reimbursement to be entitled to: made promptly upon presentation by the Executive of receipts for such services, (iB) any all amounts fully earned and accrued pursuant to the terms of this Agreement, but unpaid Base Salary hereunder through the date of termination, plus if any, in respect of Salary, Annual Bonus, Recovery Bonus (iifor purposes of clarity, the Recovery Bonus shall only be paid to the Executive pursuant to this Section 6(g)(i)(B) if the Pro Rated Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason on or after the Effective Date, but prior to the date the Recovery Bonus payable as soon as practicable following is paid to the Executive), Timing Bonus (for purposes of clarity, the Timing Bonus shall only be paid to the Executive pursuant to this Section 6(g)(i)(B) if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason on or after the date on which the Company's Chapter 11 Plan is filed with the Bankruptcy Court, but prior to the date the Timing Bonus is paid to the Executive), and unreimbursed expenses, and (C) continuation of Executive's Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies the Company's prevailing payroll practices, for a period of twenty four (24) months following the date of termination (the "Severance Term") and continuation for the Severance Term of any health or applicable law, plus other insurance benefits provided to the Executive (ivand/or his covered dependents) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with Section 3(c) hereof. Notwithstanding any other provision in this Agreement or the payroll practices then in effect at the Company, plus (v) an amount equal to the greater terms of (x) the Incentive Bonus paid any severance plan or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement policy maintained by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior or its affiliates to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, furthercontrary, if the Company pays the Executive is a “specified employee” the severance benefit as defined provided in this Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”6(g)(i)(C), and the payments described above do not satisfy any applicable exemptions, then such payments Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Company or its affiliates. Any payment made prior with respect to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid Timing Bonus and/or Recovery Bonus pursuant to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment Agreement shall be paid in accordance with the terms of this Section 6(c)made without duplication.

Termination Without Cause or for Good Reason. (a) If the Termination Event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by if the Executive at any time during the Employment Period terminates his employment hereunder for Good Reason, Executive and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall be entitled topay or provide to the Executive, subject to Section 19: (i) any a single lump sum cash payment within 30 days following the Termination Date equal to the Executive’s then current Base Pay that has accrued but not been paid through his Termination Date, any annual and/or long-term bonus earned but unpaid Base Salary through as of the date of terminationtermination for any previously completed fiscal year or performance period, plusand a pro rata incentive compensation payment accrued through his Termination Date. For this purpose, the Executive’s pro rata incentive compensation will be determined by multiplying the target amount payable under all outstanding incentive awards multiplied (for each award) by a fraction, the numerator of which is the number of days that have elapsed in the period to which such award relates through the Termination, and the denominator of which is the total number of days in the period; (ii) the Pro Rated Bonus payable as soon as practicable a single lump sum cash payment six months following the date Termination Date equal to the greater of: (A) the Executive’s Severance Pay, which shall equal the sum of termination, the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term; or (B) three (3) times the sum of (x) Executive’s Base Pay plus (y) target annual incentive compensation for the year prior to the year in which such Termination occurs; plus (iii) a single lump sum cash payment six months following the Termination Date equal to the actuarial equivalent of the excess of (1) the retirement pension (determined as a straight line annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which he would have accrued under the terms of the Retirement Plans (without regard to any accrued and unpaid vacation pay, unreimbursed expenses amendment to such Retirement Plans or other pension benefit program described herein), determined as if the Executive were fully vested thereunder and had accumulated (after the Termination Date) thirty-six (36) additional months (or, if greater, the number of months remaining in the Term) of service credit thereunder at his highest annual pensionable compensation (as determined pursuant to the terms of the Retirement Plans) during any calendar year for the five (5) years immediately preceding the year in which the Termination Date occurs, over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of the Retirement Plans. For purposes of this subsection, “actuarial equivalent” shall be determined using all of the same mortality, interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits which may be applicable to and owing in accordance with Company policies or applicable law, plusunder the Retirement Plan. (iv) for thirty-six (36) months following his Termination Date, the Base Salary Company shall arrange to provide Executive with life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s eligible dependents were entitled immediately prior to his Termination. Any benefit elections pertaining to Executive during the thirty-six (which 36) month period shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance consistent with the payroll practices then elections in effect at for Executive immediately prior to his Termination. If and to the extent that any benefit described in this subsection 5(a)(iv) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company, plus then the Company will itself pay or provide for the payment to Executive and Executive’s covered dependents, of such benefits along with, in the case of any benefits described in this subsection 5(a) (viv) that is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any affiliated employer, an additional amount (the “Tax Payment”) such that after payment by Executive or Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionssuch taxes; provided, however, that such benefit must have been non-taxable to Executive during his employment or (ii) such benefit must have been taxable to Executive during his active employment but Executive must have been reimbursed for all taxes so imposed. The Tax Payment shall be paid in the first calendar quarter following the calendar year to which it pertains. Notwithstanding the foregoing, or any other provision of the Company’s obligations health insurance plan, for purposes of determining the period of continuation coverage to which Executive or any of his dependents is entitled pursuant to Section 4980B of the Code under Section 6(c)(vithe Company’s medical, dental and other group health plans, or successor plans, Executive’s “qualifying event” will be the termination of the 36-month period described herein. Benefits otherwise receivable by Executive or his eligible dependents pursuant to this subsection 5(a)(iv) shall terminate be reduced to the extent comparable benefits are actually received by Executive and his eligible dependents during the remainder of such period following Executive’s Termination, and any such benefits actually received by Executive and his eligible dependents shall be reported to the Company; (v) following the end of the period specified in subsection 5(a)(iv), the Company shall arrange to provide medical and life insurance coverages to Executive and his spouse for their lifetimes, and Executive’s dependent children until they cease to be eligible as “dependents” under the terms of the Company’s plans as in effect at the time of Executive’s termination (e.g., as a result of reaching age 19) substantially equivalent (taking into account Medicare benefits to which they may become entitled) to those provided to Executive, his spouse and dependents under the Company’s employee plans based on Executive’s elections in effect immediately preceding his Termination, and at a cost to Executive, his spouse and dependent children not greater that the costs pertaining to them as in effect immediately prior to Executive’s Termination. Benefits otherwise receivable by Executive or his dependents pursuant to this subsection 5(a)(v) shall be reduced to the extent comparable benefits are actually received by Executive or his dependents, and any such benefits actually received by Executive and his dependents shall be reported to the Company; and (vi) outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 15% of the Executive’s Base Pay, so long as the services are completed prior to the end of the Severance Period ifsecond calendar year following the year in which the Executive’s Termination occurs. (b) The Executive agrees and acknowledges that in the event that any amounts or benefits become payable pursuant to Section 5(a) on or before December 31, during 2007, any claims for such amounts or benefits will be made first against the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” Trust (as defined in Section 409A 11). Any payments of compensation, pension, severance or other benefits paid from the Internal Revenue Code of 1986Trust shall, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following extent thereof, discharge the six-month period beginning on Company’s obligation to pay such amounts hereunder. If the date of termination of employment if Trust does not pay such payments would otherwise violate Section 409Aamounts and/or to the extent there are not sufficient assets in the Trust to satisfy such obligations, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may the remaining balance owing to the Executive will be issued after payable by the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Company.

Termination Without Cause or for Good Reason. If In the Termination Event event that Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (the Company’s non-renewal of the Term of this Agreement shall not be deemed a termination without Cause) or by the Executive at any time during the Employment Period for Good Reason, subject to Executive’s compliance with post-employment termination obligations including, without limitation, as provided in the Covenant Agreement referred to in Section 5 below and subject to applicable withholding, Executive (or Executive’s legal representative), shall receive in addition to her Accrued Compensation and Other Benefits as outlined below, a severance amount equal to six months of Base Salary, payable in installments as provided in this Section 4.7. The foregoing severance amount shall be paid in substantially equivalent installments in the same manner and at the same intervals as Executive was being paid immediately prior to termination (the “Severance Payments”). In addition, Executive shall be entitled to: to receive (1) Accrued Compensation equal to the sum of (i) the amount of any earned, but unpaid, Bonus related to the previous fiscal year pursuant to Section 3.2 and (ii) the amount of any Bonus that would normally be due under Section 3.2 for the current fiscal year as calculated in accordance with the Company’s normal accrual practice, (2) the amount of any accrued but unpaid Base Salary expense reimbursements and other cash entitlements through the date of terminationtermination (including, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationwithout limitation, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses reimbursements due under Sections 3.6 or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)3.7), payable and (3) payment for unused PTO. The Company shall provide Executive 4 | Page any Other Benefits that he is entitled to in accordance with the payroll practices then terms of the applicable plan, contract or arrangement. Executive’s rights under this Section 4.7 shall be contingent upon Executive executing and not revoking a separation agreement in effect at the Company, plus (v) an amount equal form and substance substantially similar to the greater Separation Agreement and General Release of (x) Claims, attached hereto as Exhibit A and Executive’s return of Company property within the Incentive Bonus paid or earned but unpaid to Executive time period specified in respect the in the Separation Agreement and General Release of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsClaims; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409Aperiod begins in one calendar year and ends in a second calendar year, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments amounts shall instead be accumulated and paid begin to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms second calendar year no later than ten business days following the last day of this Section 6(c)such period.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled to:then in consideration of Executive’s services rendered prior to such Termination; (i) any accrued but unpaid the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the date Date of terminationTermination to the extent not theretofore paid, plusand (2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and C. the product of (1) the cash bonuses paid or payable to Executive for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365 (“Prorated Bonus”); and (ii) if Executive is eligible for and timely and properly elects continuation coverage under the Pro Rated Bonus payable as soon as practicable following Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the date Employer shall reimburse the Executive monthly for the monthly COBRA premium paid by Executive for himself and his dependents for a period of termination, plus 18 months after the Termination Date (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be “COBRA Reimbursement”). If the Base Salary as terms of the date applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and his dependents beyond the expiration of termination) during the Severance Period (as defined statutorily-proscribed COBRA period, the Employer shall make monthly cash payments to Executive in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) monthly COBRA premium for coverage for Executive and his dependents for the Incentive Bonus paid or earned but unpaid to Executive in respect duration of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options18 month period; provided, however, that the CompanyEmployer’s obligations under Section 6(c)(vi) this subsection shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409Aon which Executive enrolls in a group health plan offered by another employer that provides substantially similar coverage; and (iii) for the Remaining Employment Period, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments Employer shall instead be accumulated and paid pay to Executive on monthly an amount equal to the first day of premiums necessary to provide benefits (other than medical and dental benefits covered by the seventh month following his termination of employment. All payments due COBRA Reimbursement in Section 8(a)(ii)) to Executive under this Section 6(c) after the six-month period following and/or Executive’s termination of employment shall be paid family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if Executive’s employment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the welfare benefit plans of the successor employer as those Executive is receiving payment for under this item (iii), the Employer’s obligation to provide the payments under this item (iii) shall terminate on the date Executive enrolls in such benefits providing substantially similar coverage. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, to the extent permitted by the terms of this Section 6(c)the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iv) to the extent not theretofore paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any Welfare Benefit Plan.

Termination Without Cause or for Good Reason. If In the Termination Event is termination by event that the Company at any time during terminates Employee’s employment hereunder without Cause, or the Employment Period without Cause or by the Executive at any time during the Employment Period for Employee terminates his employment with Good Reason, Executive shall be entitled to: then conditioned upon Employee executing a Release (as defined below) following such termination, the Company will provide to Employee the following separation benefits (collectively, the “Separation Benefits”): (i) any accrued but unpaid continued payment of Employee’s then-current Base Salary through the date for a period of termination, plus six (6) months; and (ii) accelerated vesting of the Pro Rated Bonus payable as soon as practicable following then-unvested portion of the date Option in its entirety. The Separation Benefits are conditioned upon Employee executing a general release of terminationclaims in a form acceptable to the Company (the “Release”) within the time specified therein, plus (iii) which Release is not revoked within any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or time period allowed for revocation under applicable law, plus . The salary continuation described in clause (ivi) the Base Salary (which shall above will be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable to Employee over time in accordance with the Company’s payroll practices then in effect at and procedures beginning on the Company, plus sixtieth (v60th) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable day following the date termination of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his Employee’s employment with the Company, plus and the accelerated vesting described in clause (viiii) above will occur on the reimbursement sixtieth (60th) day following the termination of Employee’s employment with the Company. Notwithstanding the foregoing, if Employee is entitled to receive the salary continuation described in clause (i) above but violates any provisions of the PIA after termination of employment, the Company will be entitled to immediately stop paying any further installments of such salary continuation, in addition to any other remedies that may be available to the Company in law or at equity. For avoidance of doubt, the termination of Employee’s employment as a result of his death or disability (meaning the inability of Employee, due to the condition of his physical, mental or emotional health, effectively to perform the essential functions of his job with or without reasonable accommodation for a continuous period of more than 90 days or for 90 days in any period of 180 consecutive days, as determined by the Company for up to $10,000 for in its sole discretion) will not constitute a termination without Cause triggering the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined rights described in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c7(b).

Termination Without Cause or for Good Reason. (a) If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good ReasonTerm, Executive shall be entitled to: (i) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Company for any accrued but unpaid Base Salary through reason other than Cause or the date death or disability of termination, plus Executive or (ii) Executive’s employment is terminated (within the Pro Rated Bonus payable meaning of Section 4.8 hereof) by Executive for “Good Reason” (as soon as practicable following the date of termination, plushereinafter defined): (iii1) any accrued and unpaid Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawexpense reimbursement, plus (ivetc.) the Base Salary (which shall be the Base Salary that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) during the Severance Period (as defined in Section 6(l))below, payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount Company shall pay Executive a lump-sum cash payment equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (yA) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following Executive’s then current Base Salary through the end of the Severance Period Term plus (B) an amount equal to exercise any vested Options; providedthe average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”) and further multiplied by a fraction, however, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) two times (A) Executive’s then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s obligations under Section 6(c)(vi) shall terminate prior regular payroll practices – to present value on the end date of payment at a discount rate equal to 200 basis points plus the Severance Period if, during the Severance Period, Executive obtains health benefits from London Interbank Offered Rate for a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the sixone-month period beginning set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such payments would otherwise violate Section 409Adate, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day following such termination on which the WSJ is published. (2) Executive shall be entitled, for the balance of the seventh month Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following his the expiration of the period, if any, during which Company paid such expense. (3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the later of 180 calendar days after the termination of employment. All payments due Executive under Executive’s employment pursuant to this Section 6(cor the period following the termination of Executive’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the six-month period following Executive’s termination of employment date hereof shall be paid in accordance with governed by the terms of this Section 6(c)the relevant ISO agreement. Vesting and other rights with respect to future stock grants shall be governed by the plans or terms under which they may be granted.

Termination Without Cause or for Good Reason. If Subject to the Termination Event is termination terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.10, the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reasonshall pay to Executive, Executive shall be entitled toas severance benefits: (i) any accrued but unpaid An amount equal to his current annualized Base Salary through which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date of terminationthe Executive incurs a Separation from Service, plusbut in no event less frequently than monthly. (ii) An amount equal to the Pro Rated Executive’s Target Bonus payable as soon as practicable following the date of termination, plus referenced in SECTION 2.1(b) (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the based upon his Base Salary as of the date of termination) during which shall be paid to Executive when the Severance Period Annual Cash Bonus for such year is paid to other executives of the Company. (iii) Subject to (1) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined in Section 6(l)amended (“COBRA”), payable and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in accordance with the payroll practices then in effect Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of six (6) months at the Company’s expense, plusprovided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of the Executive’s then- outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement, or (2) within six (6) months after the Change in Control (a) the successor terminates Executive without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’ s continued employment, such that one hundred percent (100%) of such awards become vested in full, (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, and (III) pay Executive an amount equal to the greater Executive’s Target Bonus (under SECTION 2.1 (b), based upon his Base Salary as of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments which amount shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on when the first day of Company pays the seventh month following his Annual Cash Bonus for the calendar year that commences immediately after Executive’ s termination of employment. All payments due (and for clarity, shall be in addition to the Target Bonus paid to Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c3.4(ii)­ such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment by the Company at any time during is terminated by the Employment Period Company without Cause (and not due to Disability or death) or by the Executive at any time during the Employment Period for Good Reason, then the Company shall pay or provide the Executive shall be entitled towith the Accrued Amounts and subject to compliance with Section 12: (i) any accrued but unpaid Base Salary through continue payment of the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Executive’s Base Salary as in effect immediately preceding the last day of the date of termination) during Employment Term (ignoring any decrease in Base Salary that forms the Severance Period (as defined in Section 6(l)basis for Good Reason), payable in accordance with until the payroll practices then in effect at last day of the Employment Term (the “Severance Period”) on the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options’s regular payroll dates; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior any payments otherwise scheduled to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first day payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; (ii) continue payment of any Company paid health insurance plans currently in effect for the benefit of Executive at the time of termination until the earliest of (i) three (3) months following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first last day of the seventh month following his termination Employment Term; or (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (iii) All unvested equity awards shall immediately vest and Executive shall be entitled to exercise all vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) twelve (12) months after termination; or (ii) the remaining term of employment. All payments due Executive the award(s). (iv) Any payment made under this Section 6(c11(d) after the six-month period following Executive’s termination of employment shall be paid in accordance with credited against any severance payment that Executive may otherwise be entitled to under the terms of this Section 6(c)Mexican Labor Code or any other applicable law.

Termination Without Cause or for Good Reason. If In the Termination Event is event of termination of the Executive's employment hereunder by the Company at any time during the Employment Period without Cause "cause" (other than upon death or Disability) or by the Executive at any time during for "good reason" (each as defined in Section 4 hereof), the Employment Period for Good Reason, Executive shall be entitled to: to the following severance pay and benefits: Severance Pay - a lump sum amount equal to twenty-four (i24) any accrued but unpaid months of the Executive's annual Base Salary through Salary; provided, however, in the event the Agreement is terminated either by the Company or the Executive following a Change in Control, the Executive shall be entitled to receive two and one half (2 1/2) times the highest annual compensation amount paid to the Executive within the three years preceding the Change in Control; Club and Car Allowance - continuation of the monthly car allowance and club membership and related expenses set forth in Section 3 for a period of twelve consecutive calendar months commencing on the first month following the effective date of termination, plus (ii) including any period of time between the Pro Rated Bonus payable as soon as practicable following the effective date of termination, plus (iii) any accrued termination and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as first day of the date first calendar month following such effective date; and Benefits Continuation - continuation for 30 months (the "Severance Period") of termination) during coverage under the Severance Period (as defined group medical care, disability and life insurance benefit plans or arrangements in Section 6(l)), payable in accordance which the Executive is participating at the time of termination with the payroll practices then Company continuing to pay its share of premiums and associated costs as if Executive continued in effect at the employ of the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) 's obligation to provide such coverages shall terminate prior to be terminated if the end of the Severance Period if, Executive obtains comparable substitute coverage from another employer at any time during the Severance Period. The Executive shall be entitled, Executive obtains health benefits from a new employer that are substantially equivalent at the expiration of the Severance Period, to those provided by the Company; provided, further, if Executive is a “specified employee” as defined elect continued medical coverage in accordance with Section 409A 4980B of the Internal Revenue Code of 1986, as amended (“Section 409A”or any successor provision thereto) (the "Code"). In addition, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with entitled to continued coverage under the Company's medical benefit plans pursuant to the terms of this Section 6(c)COBRA, provided that for the Severance Period, such coverage will be at no cost to the Executive.

Termination Without Cause or for Good Reason. If (1) Subject to the Termination Event limitations in Subsection 7(c)(3) below, if Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for with Good Reason, the Company will pay Executive shall be entitled (or in the event of Executive’s subsequent death, Executive’s beneficiaries or estate) a severance benefit (the “Severance Benefit”) in an aggregate amount equal to: (iA) any accrued but unpaid Base Salary through the date Twelve (12) months of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Executive’s monthly Base Salary (which shall be based on the Executive’s Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)Termination Date), payable in accordance with to be paid for a period of twelve (12) months beginning on the commencement date, as determined under Subsection 7(c)(3)(B) below, subject to all applicable payroll practices then in effect at the Company, plustax withholding and other deductions required by law; (vB) an amount equal to Any unpaid Incentive Compensation based on the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) that ended immediately before the average Incentive Bonus Termination Date, to be paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at on the same cost to date and in the same manner Executive as though would be paid if Executive continued his employment remained employed with the Company, plussubject to all applicable payroll tax withholding and other deductions required by law; and (viiC) If Executive timely and properly elects health continuation coverage under the reimbursement Consolidated Omnibus Budget Reconciliation Act of 1985 or any applicable state health insurance continuation law (“COBRA”), the Company shall directly pay or reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (at the same percentage as paid by the Company for up as of the Termination Date). Executive shall be eligible to $10,000 for receive such reimbursement until the cost earliest of: (i) the twelve (12)-month anniversary of outplacement services during the one year following Termination Date; (ii) the date of termination, plus 8 the Executive is no longer eligible to receive COBRA continuation coverage; or (viiiiii) the acceleration of vesting and exercisability of date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the Incentive Equity that would have vested during the Severance Periodforegoing, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that if the Company’s obligations payments under Section 6(c)(vithis Subsection 7(c)(1)(C) shall terminate prior would violate the nondiscrimination rules applicable to non-grandfathered plans under the end Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this Subsection 7(c)(1)(C) in a manner as is necessary to comply with the ACA. (2) The Parties intend the Severance Period if, during Payments under this Section 7 to qualify for the Severance Period, Executive obtains health benefits exemption from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986Code, as amended (“Section 409A”)for separation pay, and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior pursuant to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cRegulations 1.409A-1(b)(9)(iii).

Termination Without Cause or for Good Reason. (a) If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good ReasonTerm, Executive shall be entitled to: (i) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Company for any accrued but unpaid Base Salary through reason other than Cause or the date death or disability of termination, plus Executive or (ii) Executive’s employment is terminated (within the Pro Rated Bonus payable meaning of Section 4.8 hereof) by Executive for “Good Reason” (as soon as practicable following the date of termination, plushereinafter defined): (iii1) any accrued and unpaid Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawexpense reimbursement, plus (ivetc.) the Base Salary (which shall be the Base Salary that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) during the Severance Period (as defined in Section 6(l))below, payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount Company shall pay Executive a lump-sum cash payment equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (yA) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following Executive’s then current Base Salary through the end of the Severance Period Term plus (B) an amount equal to exercise any vested Options; providedthe average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”) and further multiplied by a fraction, however, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) two times (A) Executive’s then current annual Base Salary or a multiple thereof plus (B) an amount equal to the Average Bonus. The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s obligations under Section 6(c)(vi) shall terminate prior regular payroll practices – to present value on the end date of payment at a discount rate equal to 200 basis points plus the Severance Period if, during the Severance Period, Executive obtains health benefits from London Interbank Offered Rate for a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the sixone-month period beginning set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such payments would otherwise violate Section 409Adate, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day following such termination on which the WSJ is published. (2) Executive shall be entitled for the balance of the seventh month Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following his the expiration of the period, if any, during which Company paid such expense. (3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the later of 180 calendar days after the termination of employment. All payments due Executive under Executive’s employment pursuant to this Section 6(cor the period following the termination of Executive’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the six-month period following Executive’s termination of employment date hereof shall be paid in accordance with governed by the terms of this Section 6(c)the relevant ISO agreement. Vesting and other rights with respect to stock grants shall be governed by the plans or terms under which they may be granted.

Termination Without Cause or for Good Reason. (a) If the Termination Event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by if the Executive at any time during the Employment Period terminates his employment hereunder for Good Reason, Executive and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall be entitled topay or provide to the Executive, subject to Section 19: (i) any a single lump sum cash payment within 30 days following the Termination Date equal to the Executive’s then current Base Pay that has accrued but not been paid through his Termination Date, any annual and/or long-term bonus earned but unpaid Base Salary through as of the date of terminationtermination for any previously completed fiscal year or performance period, plusand a pro rata incentive compensation payment accrued through his Termination Date. For this purpose, the Executive’s pro rata incentive compensation will be determined by multiplying the target amount payable under all outstanding incentive awards multiplied (for each award) by a fraction, the numerator of which is the number of days that have elapsed in the period to which such award relates through the Termination, and the denominator of which is the total number of days in the period; (ii) the Pro Rated Bonus payable as soon as practicable a single lump sum cash payment six months following the date Termination Date equal to the greater of: (A) the Executive’s Severance Pay, which shall equal the sum of termination, the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term; or (B) three (3) times the sum of (x) Executive’s Base Pay plus (y) target annual incentive compensation for the year prior to the year in which such Termination occurs; plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) a single lump sum cash payment six months following the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount Termination Date equal to the greater actuarial equivalent of the excess of (x1) the Incentive Bonus paid retirement pension (determined as a straight line annuity commencing at age sixty-five (65) or earned but unpaid to Executive in respect the first of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable month following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with employment, whichever is later) which he would have accrued under the terms of this Section 6(c).the Retirement Plans (without

Termination Without Cause or for Good Reason. If Executive's employment with the Termination Event Company is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: have no right to receive any compensation or benefit from the Company, whether under this Agreement or otherwise, on and after the effective date of the termination of employment other than (i) any accrued but unpaid Base Salary through earned and accrued under this Agreement prior to the effective date of termination, plus (ii) accrued benefits (including without limitation compensation for accrued vacation) in accordance with and subject to the Pro Rated Bonus payable as soon as practicable following terms of the date of terminationCompany's benefit plans and policies, plus (iii) any accrued and unpaid vacation paythen earned, unreimbursed expenses or other benefits but unpaid, Annual Bonus with respect to the year prior to the year in which may be applicable to and owing in accordance with Company policies or applicable lawtermination occurs, plus payable on its normal payment date, (iv) a pro rata portion (based on the Base Salary number of elapsed days) of Annual Bonus with respect to the year in which termination occurs, payable on its normal payment date, (v) the Special Incentive Program Bonus or Special Event Bonus, if any, as the case may be, which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the CompanySection 3, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyreimbursement, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(cAgreement, for business expenses properly incurred prior to the effective date of termination, (vii) in lieu of severance payments under the Company's severance policies, a continuation of Base Salary for the period specified below (but in no event will any payment under this clause (vii) be made with respect to any period beyond March 4, 2008), payable monthly in arrears: Time of Effective Date of Termination Salary Continuation Period ------------------------------------- -------------------------- On or before March 4, 2007 eighteen (18) months March 5, 2007 through March 4, 2008 twelve (12) months, and (viii) $450,000 less the sum of (A) the Special Incentive Bonus or Special Event Bonus, if any, payable under clause (v) plus (B) the amount payable under clause (vii), if any (but this clause (viii) may not be a negative number). For avoidance of doubt, Exhibit C sets forth certain illustrative examples of the calculation under clause (viii).

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe “Accrued Compensation”). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the greater of Executive’s Base Salary (xas defined below) during the Incentive Bonus period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid or earned but unpaid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Executive in respect of Sections 4(c) and 4(d) hereof, the prior fiscal year or (y) first such payment shall be made on the average Incentive Bonus paid or earned but unpaid first payroll date following the Release Effective Date, such payment to Executive in respect of include all payments that would have otherwise been payable between the three (3) previous fiscal years, payable as soon as practicable following Termination Date and the date of termination, plussuch payment. (vi2) The Company will pay to the continuation Executive, with respect to the short-term cash bonus plan in which the Executive was eligible to participate in the year of all health benefits the Executive’s Termination Date, on the six (6) month anniversary of the Executive’s Termination Date, a pro-rated amount of the Executive’s bonus under such plan based on actual performance during the Severance Period at the same cost to Executive as though Executive continued his employment applicable performance period, determined in accordance with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability terms of the Incentive Equity that would have vested during plan and subject to the Severance Periodapproval of the Compensation and Organization Committee of the Board of Directors, plus (ix) a period through the earlier to occur of ninety (90) days following the end of the Severance Period applicable performance period and the six (6) month anniversary of the Executive’s Termination Date. The pro-rated amount will be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) Subject to exercise any vested Optionsthe Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the period in which Salary Continuation is in effect, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(viobligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive’s right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (4) The Executive will be eligible to receive the additional cash amounts in lieu of the Executive’s then-outstanding and unvested equity replacement grants and inducement equity grants, as described under the heading “Section 409A”)Termination Without Cause or for Good Reason” in the Letter Agreement. Subject to Sections 4(c) and 4(d) hereof, and the payments described above do not satisfy any applicable exemptions, then first such payments payment shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day payroll date following the Release Effective Date. For the avoidance of doubt, except as provided in Section 2(a)(4), the seventh month following his termination payments and obligations set forth in this Section 2(a) shall be in lieu of employment. All any payments due to the Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with Letter Agreement or the terms of this Section 6(c)Prior Agreement.

Termination Without Cause or for Good Reason. If In the Termination Event is termination by event that, during the Term, (i) the Company at any time during the Employment Period terminates Executive’s employment without Cause or by Executive terminates his employment for Good Reason or (ii) Executive terminates his employment with the Executive at any time Company during the Employment Period for Good Reason10-day period following expiration of the Term due to the Company delivering a Notice of Non-Renewal, Executive shall be entitled toto the Accrued Amounts and the following payments and benefits in lieu of any payments or benefits under any severance program or policy of the Company or its Affiliates: (iA) any accrued but unpaid Base Salary through the date payment of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the sum of (X) Executive’s Base Salary (excluding any reductions thereto that serve as the basis for a termination for Good Reason or, if Executive terminates for Good Reason pursuant to clause (A) of the definition thereof, any reductions implemented in connection with the Executive becoming Chief Operating Officer) and (Y) Target Bonus for the year of termination, such amount to be paid in equal installments over the one-year period following Executive’s Date of Termination in accordance with the Company’s payroll practices; (B) continued coverage for a period of twelve (12) months commencing on the Date of Termination or until Executive receives comparable coverage (determined on a benefit-by-benefit basis) from a subsequent employer for Executive (and his eligible dependents, if any) under the Company’s health plans (including medical and dental) and life insurance plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations); and (C) immediate vesting of the greater of (xi) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive unvested Equity Awards that would have vested during in the Severance Period, plus twelve (ix12) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s Date of Termination and (ii) 50% of the unvested Equity Awards, with all vested options and stock appreciation rights remaining exercisable for the shorter of their originally scheduled respective terms and one year following Executive’s Date of Termination; provided that if a termination of employment shall be paid in accordance under this Section 4(b) occurs before and with the terms cooperation of this Section 6(c)the acquirer or merger partner in the Change in Control or during the twenty-four (24) month period following a Change in Control, all of the Equity Awards shall fully vest and all outstanding options and stock appreciation rights shall remain exercisable for their originally scheduled respective terms.

Termination Without Cause or for Good Reason. If If, during the Termination Event is termination by Term, the Company at any time during the Employment Period terminates Executive’s employment without Cause or by the Executive at any time during the Employment Period terminates Executive’s employment for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin either case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by upon Executive’s “separation from service” from the Company for up to $10,000 for (within the cost meaning of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Section 409ACode”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Termination Date”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the provisions of Section 7 below (the “Restrictions”), Executive will be entitled to receive the payments described above do not satisfy any applicable exemptionsand benefits set forth below: (i) The Company shall pay to Executive an amount in cash equal to twelve (12) months of Executive’s then-current Base Salary (the “Cash Severance”). The Company shall pay the Cash Severance in substantially equal installments in accordance with the Company’s normal payroll practices during the period commencing on the Termination Date and ending on the twelve (12)-month anniversary thereof (the “Severance Period”); provided, then such that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 6(b) shall not be made prior to the first day beginning of the second (2nd) such calendar year; (ii) The Company shall pay to Executive a pro-rated Target Bonus for the year in which the Termination Date occurs, determined by multiplying Executive’s Target Bonus for the year in which the Termination Date occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Termination Date occurs and the denominator of which equals 365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus shall be payable in a single lump-sum amount within sixty (60) days following the sixTermination Date, provided, that if such sixty (60)-day period spans two (2) calendar years, the Pro-month Rated Bonus shall be paid in the latter such calendar year; and (iii) During the period beginning commencing on the Termination Date and ending on the twelve (12)-month anniversary of the Termination Date or, if earlier, the date on which Executive becomes eligible for coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations the Code and other interpretive guidance issued the regulation thereunder, including the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for, coverage under its group health plan at the same levels in effect on the Termination Date; provided, however, that if (I) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (II) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (III) the Company cannot provide the benefit without limitation violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such regulations case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or other guidance that may be issued after remaining portion thereof) (the Effective Date payments and benefits set forth in this Section 6(b)(iii), collectively, the “COBRA Benefits”). Notwithstanding the foregoing, upon any breach by Executive of any of the Restrictions on or following the Termination Date, any unpaid portion of the Cash Severance, Pro-Rated Bonus and/or COBRA Benefits (together, the “Section 409A GuidanceSeverance”) shall cease to be payable and shall be forfeited by Executive upon such payments shall instead be accumulated breach, and any Severance amounts paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) or after the six-month period following Executive’s termination date of employment any such breach shall be paid in accordance with repaid by Executive to the terms of this Section 6(c)Company immediately upon demand therefor.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive's death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of terminationin each case, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) than during the Severance COC Protection Period (as defined in Section 6(l)below), payable the Company shall (A) pay to the Executive any portion of Executive's accrued but unpaid base salary earned through the Termination Date; (B) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive's employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the payroll practices then Company's policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company's policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a "Release"), returns such Release to the Company by no later than 45 days following the Termination Date (the "Release Deadline") and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the "Release Effective Date"), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive's estate, if applicable), subject to applicable taxes and withholdings: (v1) an amount equal The Company will continue to pay the Executive's Base Salary (as defined below) during the period beginning on the Executive's Termination Date and continuing for eighteen months thereafter ("Salary Continuation"). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company's payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater of Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company's short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (x) but in no event later than the Incentive Bonus paid or earned but unpaid to Executive in respect 15th day of the prior third month of the fiscal year or (y) following the average Incentive Bonus paid or earned but unpaid to Executive fiscal year in respect which the Termination Date occurred), a pro-rated amount of the three Executive's bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) previous fiscal yearsSubject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, payable as soon as practicable following the date of terminationamended ("COBRA"), plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Companyperiod in which Salary Continuation is in effect, plus (vii) the reimbursement by the Company shall reimburse the Executive for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability 100% of the Incentive Equity that would have vested during the Severance Periodmonthly premium costs of COBRA coverage, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionsless applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and detail benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (“Section 409A”to the extent applicable). For the avoidance of doubt, and the payments described above do not satisfy and obligations set forth in this Section 2(a) shall be in lieu of any applicable exemptions, then such payments shall not be made prior due to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Prior Agreement.

Termination Without Cause or for Good Reason. If If, prior to the Termination Event is expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of death or Disability), and the Executive has not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company at any time shall pay or provide the Executive the Amounts and Benefits and, subject to Section 8 hereof: 1. an amount equal to two times the applicable Base Salary, which amount shall be payable in equal installments during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period Non-Compete Term (as defined in Section 6(l)), payable below) in accordance with the Company’s payroll practices and policies then in effect effect; 2. any Annual Bonus earned but unpaid for the prior year (the “Prior Year Bonus”) payable at such time as bonuses for the prior year are paid to the Company’s executives generally, and, in any event, at such time as otherwise required under the terms of this Agreement to the extent required to avoid the adverse tax consequences under Code Section 409A; 3. a pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), payable at such time as bonuses for the year are paid to the Company’s executives generally (“Pro Rata Bonus”) and, in any event, at such time as otherwise required under the terms of this Agreement to the extent required to avoid the adverse tax consequences under Code Section 409A. In the event that the Company has not established an executive bonus plan covering the year of the Term during which the Executive was terminated the pro-rata portion of the bonus due to the Executive shall be based upon the prior year’s Annual Bonus received by the Executive; 4. subject to the Executive’s (a) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company’s group health insurance plans in which the Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), and (b) continued payment by Executive of premiums for such plans at the Company“active employee” rate (excluding, plus for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall provide COBRA Continuation Coverage for the Executive and his eligible dependents (vwhich payment will be reported as taxable income) an amount equal to until the greater earliest of (x) the Incentive Bonus paid Executive or earned but unpaid his eligible dependents, as the case may be, ceasing to Executive in respect of the prior fiscal year or be eligible under COBRA, (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three eighteen (318) previous fiscal years, payable as soon as practicable months following the date Date of terminationTermination, plus and (viz) the continuation Executive becoming eligible for coverage under the health insurance plan of all health a subsequent employer (the benefits during provided under this sub-section (4), the Severance Period at the same cost “Medical Continuation Benefits”); and 5. unvested amounts subject to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting equity awards granted hereunder shall vest if and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of extent provided for in the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those applicable equity award agreement and as otherwise provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)Agreement.

Termination Without Cause or for Good Reason. If the Termination Event Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause Cause, or by the Executive at any time during the Employment Period for Good ReasonReason (a “Qualifying Termination”), subject to Section 7(e) of this Agreement, Executive shall be entitled to: (i) any (A) within thirty (30) days following such termination, (i) payment of Executive’s accrued but and unpaid Base Salary and (ii) reimbursement of expenses under Section 6 of this Agreement, in each case of (i) and (ii), accrued through the date of terminationtermination and (B) all other accrued amounts or accrued benefits due to Executive in accordance with the Company’s benefit plans, plusprograms or policies (other than severance); and (ii) Severance payments and benefits equal to: (A) The sum of (i) one (1.0) times Base Salary and (ii) one (1.0) times Target Bonus, in each case, as in effect immediately prior to Executive’s date of termination (ignoring for this purpose any reduction giving rise to Good Reason termination), payable in substantially equal installments in accordance with the Pro Rated Bonus payable as soon as practicable Company’s regular payroll schedule during the twelve (12) months following the date of terminationtermination (the “Severance Period”). Notwithstanding the foregoing, plus if such Qualifying Termination occurs ninety (iii90) any accrued and unpaid vacation paydays prior to, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable laweighteen (18) months following, plus (iv) the Base Salary (which shall be the Base Salary as of the effective date of termination) during the Severance Period a Change in Control (as defined in Section 6(l)the Equity Plan), the severance amount payable under this Section 7(b)(ii)(A) shall be payable in accordance with a single lump sum on the next regularly scheduled payroll practices then in effect date following the effectiveness of the Release, subject to the last sentence of Section 7(e). (B) The amount of any earned but unpaid Annual Bonus for any completed fiscal year prior to termination of employment, paid at the Company, plussame time as annual bonuses are paid to other senior executives of the Company generally. (vC) an A lump sum amount equal to the greater product of (x) the Incentive Bonus paid or Annual Bonus, if any, that Executive would have earned but unpaid to Executive in respect based on the actual achievement of the prior applicable performance objectives in the fiscal year or which includes Executive’s termination date had Executive’s employment not been terminated and (y) a fraction, the average Incentive Bonus numerator of which is the number of days in the fiscal year that includes Executive’s termination date through such termination date and the denominator of which is 365, payable when bonuses are generally paid or earned but unpaid to Executive in respect employees of the three Company (3the “Pro-Rata Bonus”). (D) previous fiscal yearsIf Executive timely elects to continue group health insurance coverage for Executive and eligible dependents under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and to the extent permitted by applicable law, a cash payment equal to an amount that, after all applicable taxes are paid, is equal to the amount of the monthly COBRA premiums incurred by Executive, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment monthly in accordance with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested ’s payroll practices during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) : any accrued but unpaid Base Salary through the date of termination, plus (ii) plus the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) plus any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) plus the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l6(k)), payable in accordance with the payroll practices then in effect at the Company, plus (v) plus an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) plus the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) plus the acceleration of vesting and exercisability of the all Incentive Equity that would have vested during the Severance PeriodEquity, plus (ix) plus a period of ninety (90) days following equal to the end full length of the Severance Period remaining term (as set forth in the applicable grant notice) to exercise any vested Optionsstock options; provided, however, that if Executive’s employment is terminated pursuant to this Section following the completion of Liquidation Event, the amounts payable in subsection 6(c)(iv) shall be doubled, and shall be paid out in a lump sum within sixty (60) days of the date of termination, and no amount will be paid under subsection 6(c)(v); provided further, once the Company makes the required payment following a Liquidation Event, Executive shall be released from the non-competition provisions set forth in Section 8 of this Agreement; provided, further, the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c).

Termination Without Cause or for Good Reason. If the Termination Event is termination by Company shall terminate Executive’s employment for any reason other than for Cause, or pursuant to Paragraph 11 or Executive shall terminate his employment with the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good ReasonReason (as hereinafter defined) pursuant to Paragraph 14, then in addition to any approved unreimbursed business expenses and other Executive benefits through the date of termination (as discussed above), Executive shall be entitled to:to receive, as severance and damages and in exchange for a general release in favor of the Company and other members of the Group and the promises made by Executive hereunder the following (without duplication): (ia) any accrued but unpaid Base Salary through upon the date of termination, plustermination of employment a sum equal to 12 months’ Base Salary at the then current rate; (iib) the Pro Rated Bonus payable as soon as practicable following upon the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as termination of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) employment an amount equal to the greater unpaid Pension Sum for the year in which termination occurs pro rated to the date of termination plus an amount equal to the Pension Sum for an additional 12 months payable in the manner and as calculated in accordance with subparagraph 3(a) above; (xc) the Incentive Bonus paid or earned but unpaid to Executive in respect continuation of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect your medical insurance and life insurance for a period of the three (3) previous fiscal years, payable as soon as practicable 12 months following the date of terminationtermination of employment on the terms applicable immediately prior thereto or, plusif it is not reasonably practicable for the Company to continue to provide such benefits, payments to enable you to purchase similar benefits on broadly comparable terms; (vid) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if a sum equivalent to your unpaid car allowance (as set forth in subparagraph 3(c)) for such payments would otherwise violate Section 409Ayear; (e) outplacement counseling services in an amount of $15,000 payable by the Company; (f) your bonus applicable to the year in which the date of termination occurs, Department pro rated to the date of Treasury regulations and termination, payable at the same time as bonuses to other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after participants in the Effective Date relevant bonus scheme are paid in respect of the fiscal year in which termination of employment occurs; and (“Section 409A Guidance”g) and such payments shall instead be accumulated and paid to Executive on the first day date of the seventh month following his termination of employment, a sum equal to the target bonus (using the formulas applicable for the year in which the date of termination occurs and assuming the target for such year is met) but in no event less than 84% of your then Base Salary. All payments For the purposes of the bonus due Executive under this Section 6(csubparagraphs 12(f) after the six-month period following Executive’s termination of employment and 12(g), you shall be treated no less favorably than other executives of your status in respect of the level of bonus paid in accordance to you. For the avoidance of doubt insofar as the bonus provisions of this Paragraph conflict with the provisions of any applicable bonus scheme, the terms of this Section 6(c)Paragraph shall prevail.

Termination Without Cause or for Good Reason. If the Termination Event is termination by the Company at any time If, during the Employment Period without Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive at any time during the Employment Period shall Terminate Executive’s employment for Good Reason, Executive shall be entitled tothen in consideration of Executive’s services rendered prior to such Termination: (i) any accrued but unpaid the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the date Date of terminationTermination to the extent not previously paid, plusand (2) any accrued vacation, sick and other leave pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and C. the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, and (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and (ii) for the Pro Rated Bonus payable Remaining Employment Period, or such longer period as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) provided by the Base Salary (which shall be the Base Salary as terms of the date appropriate plan, program, practice or policy, to the fullest extent permitted by the terms of termination) during the Severance Period (as defined in Section 6(l))relevant Welfare Benefit Plan, payable the Employer shall continue to provide benefits to Executive and/or Executive’s dependents in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsWelfare Benefit Plans; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the Company’s obligations same benefits under Section 6(c)(viany of the welfare benefit plans of the successor employer as Executive would receive under any of the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall terminate be secondary to those provided under such successor employer’s plans during such applicable period of eligibility. If the terms of the Welfare Benefit Plan providing health insurance benefits to Executive do not allow Executive to continue to receive for the Remaining Employment Period the coverage provided on the Date of Termination to the Executive and his dependents, then after such coverage terminates and for the Remaining Employment Period or the applicable benefit period under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whichever is shorter, provided the Executive timely and properly elects coverage under COBRA, Employer shall pay for the continuation of the health insurance coverage in existence for Employee and his dependents on the Date of Termination. If the terms of the applicable Welfare Benefit Plan do not permit the Executive to receive continued coverage under any life or disability insurance policy for the Remaining Employment Period, then prior to the end of the Severance Period ifdate coverage would lapse, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation extent permitted by any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and policy, Employer shall assign any such payments shall instead be accumulated and paid policy to Executive on or allow him to convert the first day policy to an individual policy and allow Executive to assume the payment responsibilities therefor. For purposes of determining eligibility and years-of-service credit (but not the seventh month following his termination time of employment. All payments due commencement of benefits) of Executive under this Section 6(c) after for retiree benefits pursuant to such Welfare Benefit Plans, to the six-month period following Executive’s termination of employment shall be paid in accordance with extent permitted by the terms of this Section 6(c)the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) to the extent not previously paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any Welfare Benefit Plan.

Termination Without Cause or for Good Reason. If If, during the Termination Event Term of Employment, the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause (and not due to death or Disability) or due to resignation by the Executive at any time during the Employment Period for Good Reason, then the Executive shall be entitled to: to receive the Accrued Benefits and, subject to Section 4.2.4: (i) any accrued but unpaid Base Salary through the date of terminationUnpaid Prior Year Bonus, plus with such amount to be payable at the same time as if no such termination had occurred; (ii) the Pro Rated Bonus payable as soon as practicable following the date continuation of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of terminationTermination Date for twelve (12) during months following the Severance Period (as defined Termination Date, with such Base Salary to be paid in Section 6(l)), payable substantially equal installments in accordance with the Company’s normal payroll practices then in effect at policies, with the Company, plus (v) an amount equal first such payment to be made on the greater of (x) first payroll date following the Incentive Bonus paid or earned but unpaid to Executive in respect effective date of the prior fiscal year or release (yas described in Section 4.2.4) and to include a catch-up covering any payroll dates between the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following Termination Date and the date of terminationthe first payment; and (iii) employer-subsidized COBRA health premiums at active employee rates (subject to the Executive’s timely selection of, plus and continued eligibility for, COBRA continuation coverage) for twelve (vi12) months following the continuation of all Termination Date (subject to earlier cessation in the event that the Executive secures subsequent employment providing for health benefits coverage). If, during the Severance Period at Term of Employment, the same cost to Executive as though Executive continued his Executive’s employment with the Company, plus (vii) the reimbursement is terminated by the Company for up without cause (and not due to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viiideath or disability) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period or due to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided resignation by the Company; providedExecutive for Good Reason, furtherin either case, if Executive is a “specified employee” as defined in Section 409A of within the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the sixtwelve-month period following Executive’s termination a Change of employment Control, then the Executive shall be entitled to receive the Accrued Benefits and, subject to Section 4.2.4: (i) two (2) times the Unpaid Prior Year Bonus, with such amount to be payable at the same time as if no such termination had occurred; (ii) continuation of the Base Salary as of the Termination Date for twenty-four (24) months following the Termination Date, with such Base Salary to be paid in substantially equal installments in accordance with the terms Company’s normal payroll policies, with the first such payment to be made on the first payroll date following the effective date of the release (as described in Section 4.2.4) and to include a catch-up covering any payroll dates between the Termination Date and the date of the first payment; and (iii) employer-subsidized COBRA health premiums at active employee rates (subject to the Executive’s timely selection of, and continued eligibility for, COBRA continuation coverage) for twenty-four (24) months following the Termination Date (subject to earlier cessation in the event that the Executive secures subsequent employment providing for health coverage). All other rights the Executive may have to compensation and employee benefits from the Company and its Affiliates, other than as set forth in this Section 6(c)4.2.3, shall immediately terminate upon the Termination Date.

Termination Without Cause or for Good Reason. (a) Company may terminate Executive's employment at any time for any reason. If the Termination Event Executive's employment is termination terminated by the Company at any time during the Employment Period without other than for Cause or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to: (i) any accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable 8.4 hereof) or as a result of Executive's death or Permanent Disability (as defined in accordance with the payroll practices then Section 8.2 hereof) or if Executive terminates his employment for Good Reason (as defined in effect at the Company, plus Section 8.1 (vb) an amount equal hereof) prior to the greater of (x) the Incentive Bonus paid Termination Date, Executive shall receive or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable commence receiving as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Agreement: (i) such payments under applicable plans or programs, including but not limited to those referred to in Section 6(c5.2 hereof, to which he is entitled pursuant to the terms of such plans or programs through the date of termination; (ii) any earned but unpaid bonus which amount shall be paid at the same time bonuses are paid to other senior executive officers of the Company for the same bonus period; (iii) severance payments (the "Severance Payments"), which shall equal the Executive's Base Salary for the remainder of the Initial Period ending November 30, 2004. If such termination occurs after November 30, 2004. the Severance Payments shall equal six months of Executive's Base Salary as in effect on the date of such termination. The Severance Payments will be paid in the same manner and frequency as Base Salary was paid prior to termination, but no less frequently than monthly; (iv) payment in respect of allowed but unused vacation days (the "Vacation Payment") which amount shall be paid in a cash lump sum not later than 30 days following the date of termination; (v) the health benefit programs referred to in Section 6.1 for the Executive and Executive's dependents for a period of three (3) months after termination in the same manner as the other senior executive officers of the Company. (b) For purposes of this Agreement, "Good Reason" shall mean any of the following (without Executive's express prior written consent):

Termination Without Cause or for Good Reason. If In the Termination Event event the Executive’s employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be entitled to: delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (i60th) day following the termination of employment: (a) the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment; (b) if the Executive was employed by the Company through at least July 1st of the applicable calendar year, a pro-rata portion of any accrued Performance Bonus earned during such calendar year, with the amount prorated based on the number of days employed during such calendar year and payable in a lump sum within the time period required by applicable law, but unpaid in no event later than March 15th of the calendar year after the calendar year to which the Performance Bonus relates; (c) severance pay in an amount equal to the Executive’s Base Salary through for twelve (12) months (the date of termination, plus (ii“Severance Period”) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in equal installments in accordance with Company the normal payroll policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the Company, with the first installment being paid on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of terminationemployment, which initial payment shall include all installment amounts that would have been paid during the first sixty (60) days following the termination of employment had installments commenced immediately following the termination date, (d) during the Severance Period (as defined or until the Executive becomes eligible for comparable employer sponsored health plan benefits, whichever is sooner, all health plan benefits to which the Executive is entitled prior to the termination date under any such benefit plans or arrangements maintained by the Company in Section 6(l))which the Executive participated, payable which benefits shall be determined and paid in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal this Agreement and plans or arrangements and shall be provided pursuant to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment COBRA with the Company, plus (vii) the reimbursement relative costs therefor being paid by the Company and the Executive in the same proportion as existed while the Executive was an active employee of the Company; and (e) the Stock Options and Restricted Stock granted to the Executive shall be fully and immediately vested, and the Stock Options shall remain exercisable for up to $10,000 for the cost of outplacement services during the one year two (2) years following the termination date of terminationor, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Periodif sooner, plus (ix) a period of ninety (90) days following until the end of the Severance Period to exercise any vested Optionsapplicable Stock Option’s term. For purposes of this Agreement, “Good Reason” means termination because of: (a) a material diminution without the Executive’s consent in the Executive’s duties and responsibilities; provided, however, that the Company’s obligations under Section 6(c)(viand (b) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided material breach by the Company; providedCompany of this Agreement or any other agreement to which the Executive and the Company are parties. In each such event listed above, further, if the Executive is a “specified employee” as defined shall give the Company written notice thereof which shall specify in Section 409A of reasonable detail the Internal Revenue Code of 1986, as amended (“Section 409A”)circumstances constituting Good Reason, and the payments described above do not satisfy any applicable exemptions, then such payments there shall not be made prior no Good Reason with respect to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued circumstances if cured by the Company within thirty (30) days after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)notice.

Termination Without Cause or for Good Reason. If In the event of a Termination Event is termination by the Company at any time during the Employment Period without Without Cause or by the Executive at any time during the Employment Period a Termination for Good Reason, the Executive shall be entitled toreceive the following: (ia) any Immediately after the Date of Termination, a lump-sum amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus, if any, accrued but unpaid Base Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued vacation and unpaid vacation pay, unreimbursed business expenses or other benefits which may be applicable to and owing properly incurred by Executive in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of policy prior to the date of Executive's termination; (b) during Full vesting of Options and other equity awards granted to the Severance Period Executive that remain outstanding immediately prior to the Date of Termination; (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect c) A Prorata Annual Bonus at the Company, plustime the Annual Bonus would have otherwise been payable had Executive's employment not terminated; (vd) Continued monthly payment for a period of twenty-four months (thirty-six months if the Date of Termination is within the first 12 months following a Change of Control) following such Termination of Employment of an amount equal to the greater quotient of (xi) the Incentive Bonus paid Executive's Annualized Total Compensation divided by (ii) twelve; provided that the aggregate amount described in this clause (d) shall be reduced (but not below zero) by the present value of any other cash severance or earned but unpaid cash termination benefits payable to Executive in respect under any generally available or officer specific severance plans, programs or arrangements of the prior fiscal year Company or its affiliates, other than any (yi) retirement income benefit, (ii) benefits paid under the average Incentive Bonus paid or earned but unpaid Supplemental Income Plan and (iii) equity incentives and/or options; (e) The continuation of health and dental benefits to which Executive in respect is entitled as of the three (3) previous fiscal years, payable as soon as practicable following Date of Termination for twenty-four months; provided that such benefits shall cease upon the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company Executive's being eligible for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health comparable benefits from a new employer that are substantially equivalent employer; (f) The continuation of the automobile expense program to those provided by the Company; provided, further, if which Executive is a “specified employee” entitled as defined in Section 409A of the Internal Revenue Code Date of 1986Termination for twelve months; provided that such benefit ceases upon Executive's being eligible for comparable benefits from a new employer; and (g) For a period of 12 months from the Date of Termination, as amended (“Section 409A”)but no later than the point at which the Executive is employed on a substantively full time basis, and Executive Career Transition Services, not to exceed $45,000 in the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)aggregate.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive's employment by the Company at any time during is terminated by the Employment Period Company without Cause or by the Executive at any time during the Employment Period for Good Reason, the Executive shall be entitled to: (ia) any payment of all accrued but and unpaid Base Annual Salary and Benefits through the date of such termination (including any earned but unpaid Annual Bonus for a fiscal year ending prior to such termination); (b) payment of monthly severance payments equal to one-twelfth of Executive's Annual Salary for a period of twenty-four (24) months, plusor, at the discretion of the Board, a single sum payment equal to the discounted present value of such monthly payments (discounted at the highest interest rate in effect under any credit agreement to which the Company is then a party); (c) continuation of group health benefits for Executive until the earliest of (i) the date on which Executive reaches the age of seventy-two (72), (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus Executive's death or (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period COBRA continuation coverage period due to exercise any vested OptionsExecutive having other group health coverage or the Company ceasing to maintain a group health plan; providedprovided that if the continuation of group health benefits extends beyond the COBRA continuation coverage period applicable to the Executive, however, that the provision of coverage beyond such period shall be subject to the Company’s obligations under Section 6(c)(vi) shall terminate prior 's insurance carrier agreeing to the end provide such coverage at a cost not in excess of 125% of the Severance Period if, during cost of providing such coverage to employees as of any date following the Severance Period, Executive obtains expiration of the Executive's COBRA continuation coverage period. The continuation of group health benefits from a new employer that are substantially equivalent provided hereby will be in lieu of any benefits otherwise available to those provided Executive pursuant to COBRA; and (d) use of Executive's office at the Company until the earlier of (i) the date on which Executive reaches the age of seventy-two (72) or (ii) Executive's death. The severance benefits described in this Section 6.1 will be paid in lieu of and not in addition to any other severance arrangement maintained by the Company; provided. Notwithstanding the foregoing, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not no amount will be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after 6.1 unless Executive executes and delivers to the six-month period following Executive’s termination of employment shall be paid Company a release substantially identical to that attached hereto as Exhibit I in accordance a manner consistent with the terms requirements of this Section 6(c)the Older Workers Benefit Protection Act.

Termination Without Cause or for Good Reason. If Executive’s employment with the Termination Event Employer and its Affiliates is termination by the Company at any time terminated during the Employment Period by the Employer without Cause (other than by notice of nonrenewal of the Employment Period) or by the Executive at any time during the Employment Period for Good Reason, the Employer shall provide Executive shall be entitled towith the following payments and benefits: (i1) contingent upon the effectiveness of a reasonable general release of claims in form and substance satisfactory to the Employer which is executed within forty-five (45) days of the date of such termination, (A) Base Salary continuation during the period commencing on the sixtieth (60th) date following such Separation and ending sixty (60) days following the last day of the then-current Employment Period without giving effect to any automatic extension thereof (the “Severance Period”); (B) provided that such Separation occurs on or after July 1 of the applicable calendar year, the annual bonus, if any, Executive would have received for such calendar year had Executive remained employed through the date on which such bonuses are paid to eligible employees generally, which annual bonus shall be paid at the time the Employer pays such bonuses to eligible employees generally but in no event later than March 15 of the calendar year following the calendar year in which such Separation occurs and (C) payment of Executive’s premiums for continuation coverage pursuant to the Consolidated Omnibus Budget Act of 1985, as amended (“COBRA”), less the amount that an active employee would be required to pay for such coverage, for the Employer’s medical insurance plan during the Severance Period (if eligible for COBRA and COBRA is timely elected), or until Executive obtains replacement medical coverage, whichever occurs first; (2) immediate vesting of all unvested equity incentives granted to Executive under the Employer’s equity incentive plan; (3) any accrued but unpaid Base Salary through and unreimbursed expense due Executive under Section 1(b)(iv) together with any earned but unpaid annual bonus with respect to the date year prior to the year of termination, plusSeparation and accrued but unused vacation time; and (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii4) any accrued and unpaid vacation pay, unreimbursed expenses or other vested benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as under any employee benefit plan of the date of termination) during the Severance Period (as defined Employer or its Affiliates in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal which Executive was participating immediately prior to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of such termination, plus (vi) the continuation of all health such benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those be provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of the applicable employee benefit plan. In addition, if Executive’s employment is terminated by the Employer without Cause and in bad faith with the intention of thwarting Executive’s ability to earn the Contingency Consideration as a “Seller” under the Purchase Agreement (each as defined in the Purchase Agreement), Employer shall pay to Executive an amount equal to Executive’s share of the Contingency Consideration in his capacity as a Seller equal to the product of (i) Executive’s percentage ownership of Employer immediately prior to the Closing (as defined in the Purchase Agreement) multiplied by (ii) the difference of (x) $500,000.00, minus (y) the amount of Contingency Consideration earned and paid to the Sellers, if any, under the Purchase Agreement as of the date of such termination (provided that in no event shall there be any duplication of Contingency Consideration payments). Notwithstanding the foregoing, if Executive breaches any of the provisions of Section 3, Section 4 or Section 5 hereof, any and all remaining payments and benefits payable under this Section 6(c)Agreement shall be immediately forfeited.

Termination Without Cause or for Good Reason. (a) If the Termination Event is termination by the Company at any time during the Employment Period without Term (1) Executive's employment is terminated by Company for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:Reason (as hereinafter defined): (i) any accrued but unpaid Base Salary through the date Company shall, on or before Executive's last day of terminationfull-time employment hereunder, plus pay Executive all amounts (ii) the Pro Rated Bonus payable as soon as practicable following the date of terminationincluding salary, plus (iii) any accrued and unpaid bonuses, vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable lawexpense reimbursement, plus (ivetc.) the Base Salary (which shall be the Base Salary that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount such termination plus a lump sum cash payment equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (yA) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following Executive's then current Base Salary through the end of the Severance Period Term plus (B) an amount equal to exercise any vested Options; providedthe average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary ("Average Bonus") and further multiplied by a fraction, however, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) (A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in accordance with Company’s obligations under Section 6(c)(vi) shall terminate prior to 's regular payroll practices at the end time of the Severance Period if, termination during the Severance Period, Executive obtains health benefits from relevant period following termination to present value on the date of payment at a new employer that are substantially equivalent discount rate equal to those provided by 200 basis points plus the Company; provided, further, if Executive is London Interbank Offered Rate for a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-one month period beginning set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such payments would otherwise violate Section 409Adate, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the seventh month following his termination computation of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence; (ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and (iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant (other than those issued pursuant to the New Plan) and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of this Section 6(c)the relevant ISO Agreement. Vesting and other rights with respect to future stock grants shall be governed by the plans or terms under which they may be granted.

Termination Without Cause or for Good Reason. If the Termination Event is termination Executive’s employment and the Employment Term are terminated by the Company at any time during the Employment Period without Cause (except by reason of the Executive’s Death or Disability) or by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to:the Company shall (i) any accrued but unpaid Base pay the Executive the Salary through the date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued earned and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination and provide the Executive the Accrued Benefits, (ii) if at the Executive’s date of termination, the annual bonuses, if any, payable for services rendered in the Company’s last completed fiscal year have not yet been paid, pay the Executive the annual bonus amount that would be payable to him for such prior fiscal year, on the same terms and conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment; (iii) pay the Executive a bonus amount for the calendar year in which his termination of employment occurs equal to the annual bonus that would have been payable to him for such year had his employment continued, but pro-rated to reflect Executive’s actual period of employment during such calendar year. The amount of such bonus shall be determined on the same terms and conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment. Executive agrees and acknowledges that, in determining the amount of such bonus, the Compensation Committee shall have all of the rights afforded to it pursuant to the applicable bonus plan (including the right to exercise negative discretion in determining such amount) and may treat Executive less favorably than the Company’s other executive officers participating in such plan; (iv) pay the Executive an aggregate amount equal to two times his Salary at the date of termination; (v) pay the Executive in December of each of the first and second calendar years beginning after the date of his termination of employment, an amount equal to his target bonus amount in effect for the year of termination, (vi) during the Severance Period (as defined in Section 6(l)below), payable continue to provide the Executive coverage under those Company-sponsored welfare benefit plans (other than severance plans) in which he participated immediately prior to such termination, but only to the extent such continued coverage can be provided pursuant to the terms and conditions of any such plan and without adverse tax consequences to the Executive, the Company or any other participant in such plans and subject to the Executive’s continued payment of any premiums or other amounts for such benefits that he was paying for participation in any such plan immediately prior to such termination, (vii) provide that any outstanding option to purchase Company Stock held by the Executive as of the date of termination and granted to him on or after the Commencement Date (including, but not limited to, the Commencement Option) shall continue to vest in accordance with its regular vesting schedule through the expiration of the Severance Period and shall remain exercisable for one year following the expiration of the Severance Period (or, if less, for the remaining term of such option), after which all such outstanding options shall expire and (viii) provide that any unvested restricted stock unit or performance share or performance unit award (including, but not limited to, the Commencement Units) outstanding at the date of Executive’s termination and granted on or after the Commencement Date, shall vest as of the date of such termination, to the extent such awards would have become vested in accordance with their regular vesting schedule had the Executive’s employment continued through the expiration of the Severance Period, and, in the case of any performance shares or performance units that are not Post January 1, 2009 Awards (as defined below), assuming that the applicable performance goal had been achieved at target; provided, however, that, an unvested Post January 1, 2009 Award shall only vest in accordance with the payroll practices then foregoing provisions of this sentence if and when such award would otherwise have vested in effect at accordance with the Companyperformance goals applicable thereto. For purposes of clause (viii) of the preceding sentence, plus a “Post January 1, 2009 Award” shall mean an award intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code with a performance period beginning after January 1, 2009. For purposes of this Section 6.2, the “Severance Period” shall mean the period commencing on the date of termination and ending on the day before the second anniversary of such termination date. Except as otherwise expressly provided in subclause (v) an amount equal above, in the immediately following sentence with respect to any award referenced in subclause (vii) or (viii) or in Section 6.5, all payments to be made or benefits provided under this Section 6.2 shall be made and benefits provided when such payments or other benefits would have been made or provided if the greater of Executive’s employment had not terminated (x) e.g., so that the Incentive Bonus Executive shall be paid or earned but unpaid to Executive the amounts payable in respect of Salary in equal installments on the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect first working day of the three (3) previous fiscal years, payable as soon as practicable each month following the date of termination, plus (vi) the continuation Executive’s termination of all health benefits during employment and the Severance Period annual bonus amount related to the year in which the Executive’s employment terminates shall be paid at the same cost time as annual bonuses are payable to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by other executives of the Company for up to $10,000 for (and in no event later than March 15 of the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability year of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested OptionsExecutive’s termination)); provided, however, that the Company’s obligations any payment due under Section 6(c)(viclause (iv) shall terminate prior to the end of the Severance Period if, immediately preceding paragraph of this Section 6.2 during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-six month period beginning on following the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid on the date which is six months and one day following the date of termination. With respect to any award referenced in subclause (vii) or (viii) of the preceding paragraph, the timing of payment in respect of such awards shall be determined in accordance with the terms of the applicable award agreements. Each monthly payment to made under this Section 6(c6.2 corresponding to the Executive’s Salary, each payment in respect of the Executive’s annual bonus and each other payment or provision of taxable benefits pursuant to Section 6.2(iii) hereof (including, without limitation, SEELIP premium payments and any related income tax gross-ups) shall be treated as a right to a series of separate payments in accordance with the provisions of Treas. Reg. §§1.409A-2(b)(2)(iii) and (iv). Notwithstanding anything else contained in this Section 6.2 or elsewhere in this Agreement to the contrary, the term “termination of employment” or any similar phrase or terms shall be interpreted to mean a “separation from service with the employer” within the meaning of Treas. Reg. Section 1.409A-1(h)(1), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation Section 1.409A-1(h)(3)).

Termination Without Cause or for Good Reason. If In the Termination Event is event of Executive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or by Executive for Good Reason pursuant to Section 4(a)(v), in addition to the Accrued Obligations, the Company shall, subject to Section 20 and Section 5(d) and subject to Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the date that is eighteen (18) Fiscal Months following the Date of Termination (such period, the “Non-CIC Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; provided, however, if Executive commences employment with a non-competitive business at any time during the Employment Period Non-CIC Severance Period, the Company’s Annual Base Salary payment obligations set forth herein shall be reduced on a dollar for dollar basis by Executive’s annual base salary at his subsequent employer. (ii) Pay to Executive an amount equal to (A) the amount of the Target Annual Bonus or 2024 Annual Bonus, as applicable, that would have been payable to Executive pursuant to Section 3(b) if Executive was still employed as of the applicable bonus payment date in respect of the Fiscal Year in which the Date of Termination occurs and without Cause or duplication of any amounts previously paid to Executive in respect of such Target Annual Bonus for the Fiscal Year of Executive’s termination, multiplied by (B) a fraction, the Executive at any time numerator of which is the number of full Fiscal Months elapsed during the Employment Period Fiscal Year (starting with the Fiscal Month in which the Effective Date occurs for Good ReasonFiscal Year 2024) and the denominator of which is the number of full Fiscal Months in the applicable Fiscal Year. Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(d), be paid to Executive in accordance with Section 3(b) as if Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than March 15, of the calendar year immediately following the calendar year in which the Date of Termination occurs. In the event the Date of Termination occurs prior to the applicable bonus payment date for any Target Annual Bonus or 2024 Annual Bonus, as the case may be, earned in the prior Fiscal Year, Executive shall be entitled to: (ito receive such Target Annual Bonus or 2024 Annual Bonus, as the case may be, in accordance with the terms set forth in Section 3(b) any accrued as if Executive was still employed on the applicable bonus payment date, but unpaid Base Salary through in no event prior to the applicable bonus payment date of termination, plus (ii) the Pro Rated Bonus payable as soon as practicable following the date of termination, plustherefor. (iii) Accelerate the vesting of a pro rata amount of any accrued unvested portion of an Annual Equity Award comprised of restricted stock units and unpaid vacation paythe Signing Restricted Stock Unit Award, unreimbursed expenses as applicable, that would have vested in the eighteen (18) month period beginning on the Date of Termination, with such pro rata amount calculated as the total number of unvested restricted stock units of the applicable Annual Equity Award or other benefits Signing Restricted Stock Unit Award, as applicable, multiplied by a fraction, the numerator of which may be is the number of full Fiscal Months elapsed during the applicable vesting period of such unvested portion of such Annual Equity Award or Signing Restricted Stock Unit Award prior to such Date of Termination, as applicable, and owing the denominator of which is the number of full Fiscal Months in accordance with Company policies the applicable vesting period of such Annual Equity Award or applicable lawSigning Restricted Stock Unit Award, plusas applicable. In the event of any such acceleration, the settlement shall occur within thirty (30) days following the acceleration date. (iv) Maintain Executive’s eligibility to receive a pro rata amount of any Annual Equity Award comprised of performance stock units and the Base Salary Signing Performance Stock Unit Award, as applicable, which performance measurement period will end over the eighteen (which shall be 18)-month period following the Base Salary Date of Termination, with such pro rata amount being calculated as the total number of unvested performance stock units of the date applicable Annual Equity Award or Signing Performance Stock Unit Award, determined based on actual performance as certified by the Compensation Committee, as applicable, multiplied by a fraction, the numerator of termination) which is the number of full Fiscal Months elapsed during the applicable vesting period of such unvested portion of such Annual Equity Award or Signing Performance Stock Unit Award prior to such Date of Termination, as applicable, and the denominator of which is the number of full Fiscal Months in the applicable vesting period of such Annual Equity Award or Signing Performance Stock Unit Award, as applicable. In such event, settlement shall occur within thirty (30) days following the Compensation Committee’s certification of the extent to which the performance goals have been achieved. (v) If, during the Non-CIC Severance Period (as defined in Section 6(l))Period, payable Executive elects to continue coverage under the Company’s group health plan in accordance with the payroll practices then Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for Executive and any eligible dependents under the Company group health benefit plans in effect at which Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided that Executive timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company, plus (v) ’s share of the premiums associated therewith in an amount equal to what the greater Company pays for the health insurance premiums of (x) other senior executive officers at the Incentive Bonus paid or earned but unpaid to Executive in respect Company. The COBRA health continuation period under Section 4980B of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment Code shall run concurrently with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Optionscontinued coverage set forth in this Section 5(b)(v); provided, however, that in the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, event Executive obtains other employment that offers group health benefits from a new employer that are substantially equivalent to those provided benefits, such continuation of COBRA coverage by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive Company under this Section 6(c5(b)(v) after shall immediately cease. (vi) As of the six-month period following Executive’s termination Date of Termination, the Company shall, at its expense, provide Executive with outplacement services from one or more organizations that are then offered by the Company from time to time for up to six (6) months from the Date of Termination or until employment shall be paid in accordance with the terms of this Section 6(c)is obtained, whichever occurs first.

Termination Without Cause or for Good Reason. If In the Termination Event event the Executive’s employment is termination terminated (x) by the Company at any time during the Employment Period without other than for Cause or (y) by the Executive at any time during the Employment Period for Good Reason, and Section 8(a) does not apply, the Company shall pay or provide to the Executive shall be entitled to(i) the Accrued Amounts; (ii) continued payment of the Make-Up Payments paid in accordance with Section 5(b) (including payment timing); and (iii) subject to Section 9: (iA) any accrued but unpaid subject to Section 25(b), continued payments of Base Salary through for 18 months following the date of termination (the “Severance Payment”) paid in accordance with the Company’s normal payroll policies as if the Executive were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Severance Payment will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto; (B) the Pro Rata Bonus; and (C) subject to the Executive’s timely election of continuation coverage under COBRA, continued coverage of the Executive and his dependents pursuant to COBRA at the Company’s expense under the Company’s group health insurance plans in which the Executive participated immediately prior to the date of termination, plus with the premium for any such coverage paid on a monthly basis until the earliest of (iiI) the Pro Rated Bonus payable as soon as practicable following 18 months from the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (ivII) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company becoming eligible for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period to exercise any vested Options; provided, however, that the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end of the Severance Period if, during the Severance Period, Executive obtains health medical benefits from a new employer that are substantially equivalent to those provided by subsequent employer, or (III) the Company; provided, further, if Executive is a otherwise becoming ineligible for COBRA (the “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409ACOBRA Benefit”), and the payments described above do not satisfy . Following any applicable exemptions, then such payments shall not be made prior termination all equity awards granted to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid governed in accordance with the terms of the applicable grant agreements. Payments and benefits provided in this Section 6(c)7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company.

Termination Without Cause or for Good Reason. If In the Termination Event is event of the Employee’s termination of employment by the Company at any time during the Employment Period without Cause pursuant to Section 4(a)(iv) or by the Executive at any time during the Employment Period Employee for Good ReasonReason pursuant to Section 4(a)(v), Executive shall be entitled to:in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Employee’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) any accrued but unpaid Continue to pay to the Employee Annual Base Salary through during the date period beginning on the Date of terminationTermination and ending on the first anniversary of the Date of Termination (such period, plusthe “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Pro Rated Bonus payable as soon as practicable following the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable in accordance with the payroll practices then in effect at the Company, plus (v) Employee an amount equal to the greater product of (A) the amount of the Annual Bonus that would have been payable to the Employee pursuant to Section 3(b) if the Employee was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect number of full months elapsed during the prior fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Employee in accordance with Section 3(b) as if the average Incentive Bonus paid Employee was still employed on the applicable bonus payment date, but in no event earlier than January 1, or earned but unpaid to Executive in respect later than December 31, of the three (3) previous fiscal years, payable as soon as practicable calendar year immediately following the date calendar year in which the Date of termination, plusTermination occurs; (viiii) Accelerate the continuation vesting of all health benefits a pro rata amount of the Annual Equity Award that would next vest following the Date of Termination, such amount to based on the number of full (not partial) fiscal months elapsed during the Severance Period at twelve (12)-month period between the same cost previous vesting date or, if none, the award date, and the Date of Termination (for example, if a pro rata amount of an Annual Equity Award vests on April 30, 2018, and Employee’s Date of Termination is June 30, 2017, sixteen and sixty-seven percent (16.67%) of the Annual Equity Award that otherwise would vest on April 30, 2018 shall immediately vest, and Employee shall forfeit the remaining eighty-three and thirty-three percent (83.33%) of the Annual Equity Award scheduled to Executive vest on April 30, 2018 as though Executive continued his employment with well as the Company, plusremainder of the Annual Equity Award that otherwise would vest subsequently); and (viiiv) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during During the Severance Period, plus if the Employee elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ix) a “COBRA”), continue coverage for the Employee and any eligible dependents under the Company group health benefit plans in which the Employee and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Employee elects to continue with COBRA coverage, provided that Employee timely submits to the Company evidence of Employee’s payments made to the COBRA administrator, the Company will reimburse Employee for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of ninety (90) days following the end of the Severance Period to exercise any vested Optionscontinued coverage set forth in this Section 5(b)(iv); provided, however, that in the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end event Employee obtains other employment that offers group health benefits, such continuation of the Severance Period if, during the Severance Period, Executive obtains health benefits from a new employer that are substantially equivalent to those provided COBRA coverage by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive Company under this Section 6(c5(b)(iv) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)immediately cease.

Termination Without Cause or for Good Reason. If the Termination Event Executive's employment is termination terminated during the Term (i) by the Company at any time during the Employment Period without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive at any time during the Employment Period for Good Reason, in each case, other than during the one-year period following a Change of Control, the Company shall (a) pay to the Executive shall be entitled to: (i) any portion of Executive’s accrued but unpaid Base Salary base salary earned through the date of termination, plus Termination Date; (iib) reimburse the Pro Rated Bonus payable as soon as practicable following Executive for any and all amounts advanced in connection with Executive’s employment with the date of termination, plus (iii) any accrued Company for reasonable and unpaid vacation pay, unreimbursed necessary expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (iv) incurred by Executive through the Base Salary (which shall be the Base Salary as of the date of termination) during the Severance Period (as defined in Section 6(l)), payable Termination Date in accordance with the payroll practices then Company’s policies and procedures on reimbursement of expenses; (c) pay to the Executive any earned vacation pay not theretofore used or paid in effect at accordance with the Company’s policy for payment of earned and unused vacation time; and (d) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, plusthe "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than the applicable deadline set forth in such Release (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, and, except as otherwise provided below, in lieu of any payments due to the Executive under the heading “Termination Without Cause or for Good Reason” in the Letter Agreement, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable): (v1) an amount equal The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for [eighteen/twelve] months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Section 4(c) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the greater Executive, (i) with respect to the short-term cash bonus in respect of fiscal year 2015 (if not already paid), on the first payroll date following the Release Effective Date, and (ii) with respect to any short-term cash bonus in respect of fiscal year 2016 and thereafter, on the six (6) month anniversary of the Executive’s Termination Date, a pro-rated amount of the Executive’s bonus under such plan, based on the actual performance determined in accor- dance with the terms of the plan, subject to the approval of the Compensation and Organization Committee of the Board of Directors, through the earlier to occur of (x) the Incentive Bonus paid or earned but unpaid with respect to Executive any bonus in respect of the prior fiscal year 2015 (or any shorter period during fiscal year 2015), the Executive’s Termination Date, and (y) the average Incentive Bonus paid or earned but unpaid with respect to Executive any bonus in respect of the three fiscal year 2016 and thereafter (3) previous or any shorter period during any such fiscal yearsyear), payable as soon as practicable following the date of termination, plus (vi) the continuation of all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity that would have vested during the Severance Period, plus (ix) a period of ninety (90) days following the end of the Severance Period applicable performance period and the six-month anniversary of the Executive’s Termination Date, calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) Subject to exercise any vested Optionsthe Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during the period in which Salary Continuation is in effect, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company’s obligations under Section 6(c)(vi's obligation to provide such benefits shall cease upon the earlier of (i) shall terminate prior to the end Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Severance Period if, during the Severance Period, Executive obtains health Executive's right to continue such medical and dental benefits from a new employer that are substantially equivalent to those provided by the Companyunder applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if Executive is a “specified employee” as defined it would result in Section 409A the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Internal Revenue Code Patient Protection and Affordable Care Act of 19862010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (4) The Executive will be eligible to receive the additional cash amounts as described under the heading “Section 409ATermination Without Cause or for Good Reason” in the Letter Agreement subject to the terms of the Letter Agreement, and which, for the avoidance of doubt, consist of (i) if the termination of employment occurs before the first anniversary of the Executive’s commencement of employment with the Company (the “Commencement Date”), and $___million in lieu of the payments described above do not satisfy any applicable exemptions, then such payments shall not unvested equity awards that will be made prior to forfeited as a result of the first day following the six-month period beginning on the date of termination of employment as provided in the Letter Agreement, or (ii) if such payments would otherwise violate Section 409A, Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment occurs after the first anniversary of the Commencement Date, an additional cash amount in lieu of the Executive’s unvested equity awards (to the extent applicable). This provision 2(a)(4) shall be paid expire upon the vesting of all equity granted under the Letter Agreement as part of the Equity Replacement Grant and Inducement Equity Grant, and in accordance with the terms of this Section 6(c)no event later than _________.

Termination Without Cause or for Good Reason. If In the Termination Event event the Executive's employment is termination terminated by the Company at any time during the Employment Period without Cause or by the Executive at any time during the Employment Period for Good Reason, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be entitled to: delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (i) any accrued but unpaid Base Salary through 60th day following the date termination of termination, plus employment: (iia) the Pro Rated Bonus Accrued Obligations, payable as soon as practicable following in a lump sum within the date of termination, plus (iii) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or time period required by applicable law, plus and in no event later than thirty (iv30) days following termination of employment; (b) severance pay in an amount equal to the Base Salary (which shall be the Executive's Base Salary as of the date of terminationtermination for twelve (12) during the Severance Period (as defined months payable in Section 6(l)), payable equal instalments in accordance with the normal payroll practices then in effect at policies of the Company, plus with the first instalment being paid on the Company's first regular pay date on or after the sixtieth (v) an amount equal to the greater of (x) the Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous fiscal years, payable as soon as practicable 60th day following the date termination of terminationemployment, plus (vi) the continuation of which initial payment shall include all health benefits during the Severance Period at the same cost to Executive as though Executive continued his employment with the Company, plus (vii) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (viii) the acceleration of vesting and exercisability of the Incentive Equity instalment amounts that would have vested been paid during the Severance Period, plus first sixty (ix) a period of ninety (9060) days following the end termination of employment had instalments commenced immediately following the Severance Period to exercise termination date; and (c) any vested Optionsunpaid Performance Bonus earned and accrued as set forth in Schedule A, payable as set forth therein. For purposes of this Agreement, "Good Reason" means termination because of: (a) a materially adverse change without the Executive's consent in the Executive's title; (b) a materially adverse diminution in the Executive's duties; provided, however, however that a change in the Executive's reporting lines or the Company’s obligations under Section 6(c)(vi) shall terminate prior to the end 's employment of the Severance Period if, during the Severance Period, Executive obtains health benefits from another officer or employee in a new employer that are substantially equivalent to those provided by the Company; provided, further, if Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and the payments described above do not satisfy any applicable exemptions, then such payments newly created position or otherwise shall not be made prior deemed to constitute, or result in, a material adverse diminution of the first day following Executive's duties for purposes hereunder; (c) the six-month period beginning Executive's principal duties are required to be performed, on a permanent basis, at a principal business location no more than fifty (50) miles from New York City, New York; and (d) a material breach by the date Company of termination of employment if this Agreement or any other agreement to which the Executive and the Company are parties. In each such payments would otherwise violate Section 409Aevent listed above, Department of Treasury regulations the Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and other interpretive guidance issued thereunder, including without limitation there shall be no Good Reason with respect to any such regulations or other guidance that may be issued circumstances if cured by the Company within thirty (30) days after the Effective Date (“Section 409A Guidance”) and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(c) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(c)notice.