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

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the ExecutiveIf (1) Company terminates Employee’s employment with during the Company is terminated by the Company (Initial Term other than for Cause, (a) due to Employee’s death or Disability or death(b) for Cause (as defined below); or the Executive (2) if Employee resigns from Employee’s employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under during the terms by which such amounts were or are deferred)Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in each case of clauses addition, subject to the Severance Conditions below, (i) through Company shall provide a severance payment equal to three (iv3) through months of Employee’s salary as of the Date of Termination (collectively, the “Accrued ObligationsSeverance Payment”); , divided and paid in equal installments over a period of three (b3) continue to provide to the Executive months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s ordinary payroll practices, covered dependents until the Executive’s base salary for a period earliest of time after (A) the date that is three (3) months following the Date of Termination equal Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to 12 months pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance PeriodConditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”), with payments beginning as provided in 4.4 below; ; and (c2) if and while on or before the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B effective date of the Code (“COBRA”)Release, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of Employee must have (i) the end reconfirmed Employee’s agreement to abide by all of the Severance Period or surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the date transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the Executive’s COBRA continuation coverage expirespersonal and/or business reputations, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawpractices, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement conduct of the Company (collectively, the “Other Benefits”)or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or if the Executive resigns Resigns for Good Reason during the TermReason, then the Executive shall be entitled to receive the following benefitspayments, subject to complianceand conditioned upon Executive’s compliance with Section 4(d), where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallbelow: (a) pay to the Executive in a lump sum (i) any unpaid base salary Annual Performance Bonus that had been awarded for the preceding fiscal year but not yet paid, which Annual Performance Bonus shall be payable at the same time and in the same manner as those paid to other similarly situated executives, but in any event no later than March 15th of the calendar year following the year in which the Executive’s termination occurs; (ii) a severance payment equal to 12 months of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to ’s Base Salary then in effect under Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred2(a), payable in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive equal installments in accordance with the Company’s ordinary regular payroll practices, practices commencing with the first payroll period following the Executive’s base salary for a execution and non-revocation of the Release (as defined in Section 4(d)); (iii) during the 12-month period of time commencing immediately after the Date of Termination equal and subject to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s timely and proper election of COBRA continuation benefits, monthly reimbursement to the Executive for the costs of maintaining coverage expiresfor health benefits at the Executive’s current levels of benefits in effect immediately prior to the Date of Termination (including family coverage, unless if such coverage was in effect immediately prior to the Company’s providing payments for COBRA will violate Date of Termination) under COBRA, payable in accordance with the nondiscrimination requirements terms of applicable lawSection 4(e), in which case this benefit will not applybelow; and (div) if (x) the Date of Termination occurs after March 31st of the applicable year in which the Executive ceases to be employed by the extent not previously Company, (y) the Company is on plan with the budget approved by the Board for such fiscal year and (z) the Compensation Committee recommends that the Executive be paid or provideda pro rata bonus, then the Company shall timely pay or provide a bonus, based on actual performance and prorated for the portion of the fiscal year the Executive was employed prior to the Executive Date of Termination, payable at the same time and in the same manner as those paid to other similarly situated executives, but in any other amounts or benefits required to be paid or provided or event no later than March 15th of the calendar year following the year in which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)occurs.

Termination Without Cause or Resignation for Good Reason. If If, during the Term, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) by reason of a termination of the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathwithout Cause pursuant to Section 3(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims3(a)(v), the Company shall, subject to the Executive signing and not revoking, within thirty (30) days following the Separation from Service, a release of claims in substantially the form attached hereto as Exhibit A: (ai) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, in equal installments over the twelve (ii12) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through month period following the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice, an amount equal to the Executive’s base salary Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued his employment hereunder for a period of time after twelve (12) months following the Date of Termination equal to 12 months Termination, which amounts shall be payable commencing on the Company’s first payroll date occurring on or after the 30th day following the Separation from Service (the “Severance PeriodFirst Payroll Date”), with payments beginning as provided and any amounts that would otherwise have been paid pursuant to this Section 4(b)(i) prior to such payroll date shall be paid in 4.4 below; (c) if and while a lump-sum on the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applyFirst Payroll Date; and (dii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required a lump-sum amount equal, as determined by the Company, to be paid or provided or which the total aggregate annual premium costs for group medical, dental and vision benefit coverage for the Executive is eligible to receive following and the Executive’s termination spouse and dependents, in each case, as in effect with respect to each such individual immediately prior to such Separation from Service, which payment shall be made on the First Payroll Date and which payment may be applied by the Executive, in his discretion, to the purchase of employment under comparable coverage. For the avoidance of doubt, the payment described in this Section 4(b)(ii) shall be subject to withholding of any planfederal, programstate, policy, practice, contract local or agreement of foreign withholding or other taxes or charges which the Company (collectively, the “Other Benefitsis required to withhold.”).

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company involuntarily without Cause (other than for Cause, Disability excluding any termination due to death or deathDisability) or the Executive resigns for Good Reason during Reason, then, subject to the Termlimitations of Sections 7 and 8 below, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum receive: (i) any unpaid base salary continuing severance pay at a rate equal to one hundred percent (100%) of the Executive’s Base Salary, as then in effect (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferredless applicable withholding), in each case for a period of clauses twelve (i12) through (iv) through months from the Date date of Termination (collectivelysuch termination, the “Accrued Obligations”); (b) continue to provide to the Executive paid in accordance with the Company’s ordinary normal payroll practices; (ii) to the extent not already earned and accrued, the a lump sum equivalent to one hundred percent (100%) of Executive’s base salary EIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company (for a period avoidance of time after doubt in no case would Executive be entitled to more than one EIP bonus payment under the Date terms of Termination equal this provision); (iii) accelerated vesting of Executive’s outstanding Company service-based restricted stock units that would have vested had Executive remained employed by the Company for twelve (12) months following the termination date, and subject to 12 months any required approval by the Committee, such approval not to be unreasonably withheld; and (the “Severance Period”), with payments beginning as iv) provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and timely elects to participate in healthcare continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1986 (“COBRA”), Company reimbursement of Executive for, or direct payment of, Executive’s COBRA premiums (at the Company will continue coverage level in effect immediately prior to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage Executive’s termination) until the earlier of twelve (i12) months following the end of the Severance Period termination date or (ii) the date Executive becomes covered under similar plans. If the Executive’s Company determines, in its sole discretion, that it cannot provide the foregoing benefit related to COBRA continuation coverage expirespremiums without potentially violating, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of or being subject to an excise tax under, applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether Executive elects COBRA and continue until the earlier of twelve (12) months following termination or provide to the date Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment becomes covered under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)similar plans.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive the Accrued Compensation and shall provide the additional payments and benefits set forth in this Section 5(c). As a condition to such additional payments and benefits, Executive must execute a full release of claims in a form satisfactory to the Company (the “Release”), which Release shall not be revoked and shall become fully effective and irrevocable within sixty (60) days of Executive’s termination, or such earlier deadline required by the Release (such deadline, the “Release Deadline”). (ai) The Company shall pay to Executive, on the Executive in Release Deadline, a lump sum amount (iless applicable payroll deductions) any unpaid base salary equal to (A) one (1) times his then current Base Salary, and (B) one (1) times his then current target bonus for the fiscal year in which such termination occurred as if the Company and Executive had fully achieved all applicable performance goals at their target level and remained employed through the date necessary to receive and fully earn payment of the Executive, such bonus. (ii) any accrued but unused and unpaid vacation pay The vesting of the Executiveall outstanding stock options, (iii) any earned and unpaid bonuses of the Executiverestricted stock units, and (iv) the amount of any unpaid restricted stock or other compensation previously deferred based equity awards then held by the Executive (together with any accrued interest or earnings thereonthe “Equity Awards”) (provided that this clause (iv) shall not cause accelerated payment of amounts are subject to Section 409A (as defined below) time-based vesting shall be accelerated so that the number of shares vested under such Equity Awards shall equal that number of shares that would have been vested if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue Executive had continued to provide render employment services to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary Company for a period of time after twelve (12) continuous months following the Date date of Termination equal Executive’s termination. The vesting of Equity Awards that are subject to 12 months (performance-based vesting shall accelerate only to the “Severance Period”), with payments beginning as extent provided in 4.4 below;the applicable award agreement. In addition, the period following such termination in which vested stock options or similar Equity Awards may be exercised shall be not be less than three (3) months following such termination. (ciii) Until the earlier of six (6) months following the date of termination or the date Executive becomes eligible for group health insurance coverage through a new employer, if and while the Executive and his or her family qualifies for and elects to participate in continuation continue health insurance coverage under Section 4980B the Consolidated Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), then so long as Executive is paying COBRA premiums, and beginning in the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the month following Executive’s COBRA continuation coverage expirestermination (or, unless if later, the Company’s providing Release Deadline, with a catch-up payment for payments for COBRA will violate deferred pending the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedRelease Deadline), the Company shall timely pay or provide Executive a monthly payment equal to the Executive amount that was paid by the Company for such coverage as of the date of termination and any other amounts or benefits increases in such premiums during such period that may be required to maintain the same level of coverage. Executive shall be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under responsible for filing any plannecessary paperwork for COBRA coverage, program, policy, practice, contract or agreement of paying all premiums and providing the Company (collectively, the “Other Benefits”)with appropriate evidence of such premium payments.

Termination Without Cause or Resignation for Good Reason. If the Executive’s -------------------------------------------------------- Employee's employment with the Company is terminated by the Company without cause (other than for Cause, Disability and not as a result of Employee's death or deathdisability) or the Executive if Employee resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding and if Employee signs a general release of claimsknown and unknown claims in the form attached hereto as Exhibit A, Employee will receive a severance package consisting of the Company shallfollowing: (a) pay to the Executive in a lump sum (i) any unpaid Continued payment of Employee's base salary of (the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred"Severance Payment"), in each case at the final rate, less applicable withholding, for one year from the termination of clauses (i) through (iv) through Employee's employment with the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive Company. These payments will be made in accordance with the Company’s ordinary 's normal payroll practicesprocedures. Any amounts Employee owes the Company at the time of Employee's termination may be deducted in equal installments from the Severance Payment. Employee understands and agrees that if he violates Paragraph 6, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”)7 or 8, with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will have no obligation to continue the Severance Payment. (ii) Pro rata payment of the MOB bonus described in Paragraph 2(b) based on the number of days of the applicable year completed on the date Employee's employment ends. This payment will be based on the extent of achievement of the objectives for the full year and will be made in accordance with the time periods established in Paragraph 2(b). (iii) If Employee elects continuation of coverage under COBRA, contribution by the Company to the COBRA premium payments for one year from the termination of Employee's employment with the Company. The Company will pay an amount equal to the share portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until Company would have paid if the earlier of Employee had remained employed. (iiv) the end Accelerated vesting of the Severance Period or (iioptions granted under Paragraph 2(d) so that the date total number of vested shares is calculated as if the Executive’s COBRA continuation coverage expires, unless Employee's employment terminated one year from the termination of Employee's employment with the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (without Cause and other than for Causedeath or Disability, Disability or death) or the Executive resigns terminates his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs (i) through (v) below (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 22 and, to the extent applicable, Section 28. (ai) The Cash Severance Amount shall be the amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to the Executive in a lump sum (i) any unpaid base salary by wire transfer on the first day of the Executive, seventh month following the termination date. (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Provided Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for timely elects continued coverage under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal group health plan pursuant to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) (“COBRA”), the Company will continue shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to pay the share exceed 18 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if necessary for Executive not to be subject to tax under Section 105 of the premium for such coverage Code. (iii) An amount equal to the annual bonus that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) would have been paid to Executive had he remained employed through the end of the Severance Period calendar year in which his employment terminates, to be calculated based on the level of achievement of the Company’s financial targets under the Company’s Management Incentive Program (or any successor to such plan) (“MIP”) at the end of the calendar year, provided that (i) any such determination shall be made without application of any modifier that is based on individual performance, and (ii) such bonus amount achieved, if any, shall be prorated based on a fraction, the numerator of which is the number of days of Executive’s employment during the applicable calendar year and the denominator of which is 365. This prorated amount shall be paid during the immediately following calendar year, and not later than, when the MIP participants are paid. (iv) If applicable, an amount equal to the unpaid annual bonus for the preceding calendar year that would have been paid to Executive had he remained employed through the date of the bonus payments under the MIP for the prior calendar year, which payment shall be made without application of any modifier that is based on individual performance. This amount shall be paid in the calendar year in which his employment terminates, and not later than, when the MIP participants are paid. (v) During the 12-month period following Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements termination of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedemployment, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the with outplacement services of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectivelychoosing, the “Other Benefits”)cost of which shall not exceed $20,000.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or if the Executive resigns Resigns for Good Reason during the TermReason, then the Executive shall be entitled to receive the following benefitspayments, subject to complianceand conditioned upon the Executive’s compliance with Section 4(d), where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallbelow: (a) pay to the Executive in a lump sum (i) any unpaid base salary Annual Performance Bonus that had been awarded for the preceding fiscal year but not yet paid, which Annual Performance Bonus shall be payable at the same time and in the same manner as those paid to similarly situated executives, but in any event no later than March 15th of the Executive, calendar year following the applicable performance year; (ii) any accrued but unused and unpaid vacation pay a severance payment (the “Cash Severance”) equal to one times the sum of (a) the Executive’s Base Salary then in effect under Section 2(a), plus (iii) any earned and unpaid bonuses of the Executive, and (ivb) the amount of any unpaid compensation previously deferred by average Annual Performance Bonus actually paid to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject pursuant to Section 409A (as defined below2(b) if not provided for under the terms by three years prior to the year in which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination occurs; provided, however, that if the Date of Termination occurs during the 24 months following a Change in Control (collectively, the “Accrued ObligationsCIC Period”); , then the Cash Severance shall equal two times the sum of (a) the Executive’s Base Salary then in effect under Section 2(a), plus (b) continue to provide to the Executive Executive’s target Annual Performance Bonus for the year in which the Date of Termination occurs, and in each case, the Cash Severance shall be payable in equal installments over 12 months following the Date of Termination or, in the case of a termination during the CIC Period, 24 months following the Date of Termination, and payable in accordance with the Company’s ordinary regular payroll practicespractices commencing within 60 days following the Date of Termination; provided, that if the payment of any amounts under this Section 4(b)(ii) is delayed pending the Executive’s base salary for execution and non-revocation of the Release (as defined in Section 4(d)), on the next payroll date first following the effective date of the Release, the Company shall pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Section 4(b)(ii) prior to the effectiveness of such Release; (iii) during the 12-month period of time commencing immediately after the Date of Termination equal and subject to 12 months the Executive’s timely and proper election of COBRA benefits, monthly reimbursement to the Executive for the costs of maintaining coverage for health benefits at the Executive’s current levels of benefits in effect immediately prior to the Date of Termination (including family coverage, if such coverage was in effect immediately prior to the “Severance Period”Date of Termination) under COBRA, payable in accordance with the terms of Section 4(e), with payments beginning as provided in 4.4 below; (civ) if the Company shall pay a bonus, based on actual performance and while prorated for the portion of the fiscal year the Executive was employed prior to the Date of Termination, payable at the same time and his or her family qualifies for and elects in the same manner as those paid to participate similarly situated executives, but in continuation health coverage under Section 4980B any event no later than March 15th of the Code (“COBRA”), calendar year following the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date year in which the Executive’s COBRA continuation coverage expirestermination occurs; provided, unless however, if the Companytermination occurs during the CIC Period, the pro rata bonus under this Section 4(b)(iv) shall be determined based on the Executive’s providing payments target Annual Performance Bonus, prorated for COBRA will violate the nondiscrimination requirements portion of applicable law, in which case this benefit will not applythe fiscal year the Executive was employed prior to the Date of Termination and payable within 60 days following the Date of Termination; and (dv) if upon the Date of Termination, the Executive holds any awards granted under any equity plan maintained by the Company that were granted after the Effective Date, including stock options, restricted stock units, performance-based restricted stock units, and any other stock-based award, all such awards shall become fully vested, exercisable, and payable upon such Date of Termination, with such awards to be payable within 60 days following such Date of Termination (or, if later, within 60 days following the extent not previously paid lapse of the substantial risk of forfeiture with respect to such award) or exercisable in the case of stock options for the post-termination exercise period set forth in such stock option agreement, with the achievement of any performance-based vesting conditions determined based on actual performance through the Date of Termination, as determined by the Compensation Committee, unless otherwise set forth in the underlying equity award agreement; provided, however, that if the Company shall timely pay or provide to Date of Termination occurs during the Executive CIC Period and during the first year of any other amounts or benefits required to performance period, then the performance level for such performance-based equity award will be paid or provided or which deemed achieved at the Executive is eligible to receive following target performance level unless otherwise set forth in the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)underlying equity award agreement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 4.2(d) below regarding release of claims, the Company shall: (ai) the Company shall pay to the Executive the following amounts: (1) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination or on such earlier date as applicable law requires, the sum of: (A) the Executive’s unpaid base salary and accrued but unused vacation pay, each through the Date of Termination, (B) if quarterly bonuses are then being paid, the product of (i) the quarterly bonus paid or payable (without regard to whether any unpaid base salary portion of such bonus was deferred or foregone) for the Executive, most recently completed fiscal quarter and (ii) any accrued but unused and unpaid vacation pay a fraction, the numerator of which is the Executive, (iii) any earned and unpaid bonuses number of days preceding the ExecutiveDate of Termination in the current fiscal quarter through the Date of Termination, and the denominator of which is 90, and (ivC) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (), provided that this clause (ivC) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case to the extent not previously paid (the sum of the amounts described in clauses (iA), (B) through and (ivC) through the Date of Termination (collectively, shall be hereinafter referred to as the “Accrued Obligations”); and (2) the Company shall pay or provide: (A) the product of (i) 50% of the Executive’s aggregate quarterly and annual bonuses paid or payable with respect to the last fiscal year period ended prior to the Date of Termination, less any quarterly bonuses paid on or before the Date of Termination for the fiscal year in which employment ends (but not below zero) and (ii) a fraction, the numerator of which is the number of days preceding the Date of Termination in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (B) the greater of (x) 50% of the Executive’s highest annual base salary during the two fiscal year period prior to the Date of Termination and (y) 50% of the Executive’s then current annual base salary, (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Severance Payment”), in a lump sum in cash in the next regularly scheduled pay cycle beginning following the Effective Release Date (as defined below); (bii) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time 12 months after the Date of Termination equal to 12 months (Termination, or such longer period as may be provided by the “Severance Period”)terms of the appropriate plan, with payments beginning as provided in 4.4 below; (c) program, practice or policy, if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Code Section 4980B of the Code (“COBRA”), the Company will continue to shall pay the share same percentage of the coverage premium for such during the COBRA coverage that period as it pays for active and similarly-situated employees who receive executives then actively employed with the same type of coverage until individual or family coverage, with payments beginning after the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresEffective Release Date, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit coverage will be made available at the Executive’s expense; (iii) the vesting of each outstanding option, restricted share unit, restricted stock award or other equity award of the Company held by the Executive that is not applyfully vested on the Date of Termination shall accelerate by 6 months on the Date of Termination, such that such award shall be exercisable on and following the Date of Termination in accordance with its terms as if the Executive had completed a further 6 months of service to the Company as of the Date of Termination; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (collectively, such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with the Company hereunder is terminated due to the termination of the Executive's employment by the Company (other than for Cause, Disability or deathWithout Cause pursuant to Section 5a(5) or due to the Executive resigns Executive's resignation for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject pursuant to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”5a(6), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive (i) all base salary pursuant to Section 3a hereof, any other amounts or benefits required management incentive compensation earned in accordance with the Incentive Plan pursuant to Section 3e hereof, and any vacation pay pursuant to Section 3d hereof, in each case which has been earned but which remains unpaid as of the Date of Termination, such payments to be paid or provided or made at such times as will be in accordance with the Company's normal payroll practices; (ii) any benefits to which the Executive may be entitled under any medical, dental or disability plan or program pursuant to Section 3b hereof in which he is eligible a participant in accordance with the terms of such plan or program up to receive following and including the Date of Termination; and (iii) if the Company terminates the Executive’s termination 's employment Without Cause pursuant to Section 5a(5) or due to the Executive's resignation for Good Reason pursuant to Section 5a(6) at any time during the Term of employment under any planEmployment, program, policy, practice, contract or agreement then the Company shall make a single lump sum payment within twenty (20) days of after the Date of Termination in an amount equal to twelve (12) months of the Company (collectively, Executive's then current base salary. The Company's obligation to make the “Other Benefits”)payment pursuant to Section 6c(iii) shall be conditioned upon the Company's prior receipt and the effective date of an executed general release of claims and covenant not to ▇▇▇.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or death) or the a resignation by Executive resigns for Good Reason during Reason: (i) the Term, then Company shall pay to Executive all accrued and unpaid Base Salary through the Executive shall date of such cessation of employment at the time such Base Salary would otherwise be entitled paid according to the following benefits, subject Company’s usual payroll practices; (ii) to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsextent then unpaid, the Company shall:shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (aiii) pay the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Executive Good Reason described in a lump sum (i) any unpaid base salary of the Executive, clause (ii) any accrued but unused and unpaid vacation pay of that definition, the Executive, (iiiBase Salary in effect immediately prior to such material diminution) any earned and unpaid bonuses of for a period equal to the Executive, and Severance Period; (iv) the amount of any unpaid compensation previously deferred by the if Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject validly elects to Section 409A (as defined below) if not provided for receive continuation coverage under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, group health plan (if any) pursuant to the Executive’s base salary for a period Consolidated Omnibus Budget Reconciliation Act of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code 1985 (“COBRA”), the Company will continue shall reimburse Executive the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to pay the share of extent such premium exceeds the premium for such coverage that it pays for monthly amount charged to active and similarly-situated employees who receive of the Company for the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applycoverage; and (dv) to the extent not previously paid such cessation of employment occurs within three (3) months prior to or providedtwelve (12) months following a Change in Control (as defined below), (x) the Company shall timely pay or provide to Executive an amount equal to the Executive Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of Executive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, and not in addition to, any other amounts severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 9(a)(ii) - 9(a)(v) are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to the Company (the “Release”) and on Executive’s continued compliance with the provisions of the Proprietary Information and Assignment Agreement (defined below). Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in Section 9(a)(ii) will be paid on the later of the sixty-fifth (65th) day following Executive’s cessation of employment (the “Settlement Date”), or benefits required the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and 9(a)(iv) will commence to be paid on the Settlement Date, provided that the initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s cessation of employment; and (z) the payment of an amount equal to the Target Bonus described in Section 9(a)(v) will be paid on the later of the Settlement Date or provided or which the Executive is eligible to receive tenth (10th) day following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Change in Control.

Termination Without Cause or Resignation for Good Reason. If In the event at any time of (a) the termination of the employment of the Executive by the Company without Cause (for any reason other than by death or Disability) or (b) the resignation of the Executive from the Company within thirty (30) days of an event constituting Good Reason, the Company shall pay or provide to the Executive only the following: (i) Any earned and accrued but unpaid installment of base salary through the date of the Executive’s employment with resignation or termination at the Company rate in effect immediately prior to such resignation or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is terminated by greater) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company (including payment for any vacation time earned and not taken during the year in which termination occurs and reimbursements not yet paid but due for business expenses previously incurred), such payments to be made in a lump sum within fifteen (15) days following the date of resignation or termination; (ii) The amount of annual Cash Bonus the Executive would have been entitled to pursuant to Section 2.2(a), had Executive remained employed through the end of the Fiscal Year in which termination occurs, multiplied by a fraction, the numerator of which is the number of days from the beginning of such Fiscal Year to the date of termination, and the denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other than for Causeexecutives of the Company; (iii) In lieu of any further salary, Disability or deathof any severance payments or notice of termination of employment to the Executive, the Executive will receive up to twelve (12) months of salary continuation at the same rate of base salary in effect immediately prior to the Executive’s resignation or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). The Company will make the salary continuation payments, less applicable taxes and other withholdings, on the Company’s regular payroll dates. In addition, the Executive resigns will receive the equivalent of up to twelve (12) months average annual cash bonus (based on the average annual cash bonus paid to him over the previous three Fiscal Years); the amount of such average bonus will be paid out in equal installments, less applicable taxes and other withholdings, on the same regular payroll dates referred to above. All payment of salary and of bonus continuation shall cease upon the Executive commencing alternate employment or other gainful activities. The maximum period of twelve (12) months referred to above shall be increased by one (1) additional month after five (5) years of service for Good Reason during each additional year of service thereafter, up to a maximum of eighteen (18) months after ten (10) years of service. However, should the TermExecutive be terminated without Cause within two (2) years of a Change in Control, then the Executive shall be entitled receive in lieu of salary and bonus continuation a lump sum amount equal to eighteen (18) months of base salary and annual cash bonus (based on the average annual cash bonus paid to him over the previous three (3) Fiscal Years) regardless of the Executive’s length of service at that time. (iv) The Company shall reimburse the Executive the reasonable costs actually incurred by him to relocate himself and his family to his country of origin should such relocation occur during the salary and bonus continuation period set out above, up to the following benefitsmaximum amount and under the same conditions as set out above under Section 2.7(iii). (v) In the event the employment of the Executive is terminated without Cause after at least three (3) years of employment, any amount then accrued in his Cash LTIP account will be frozen as of the date of termination of employment, will not be subject to compliancefurther adjustments, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay and will be paid to the Executive in a lump sum (i) any unpaid base salary over the remaining term of the ExecutiveCash LTIP. In addition, any vested Stock Option shall terminate on the earlier of three (ii3) any accrued but unused and unpaid vacation pay months from termination of employment or the original date of expiration of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectivelyoption, the “Accrued Obligations”); (b) continue to provide to the Executive whole in accordance with the Company’s ordinary payroll practicesLong Term Incentive Plan. (vi) The Company shall maintain in full force and effect for the period described in Section 3.3(iii), following the date of the Executive’s base salary resignation for a period of time after the Date of Termination equal to 12 months Good Reason or termination without Cause, health, dental and life insurance programs (the “Severance Period”), with payments beginning as provided not disability programs) in 4.4 below; (c) if and while which the Executive and his or her family qualifies for and elects was entitled to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue either immediately prior to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments resignation for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) Good Reason or termination without Cause or immediately prior to the extent not previously paid or providedoccurrence of an event that constitutes Good Reason, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. (vii) As a condition to his entitlement to receive termination payments under clauses (ii)-(vi) of employment under any planthis Section, program, policy, practice, contract or agreement of the Executive shall have executed and delivered to the Company (collectivelya release substantially in the form attached hereto as Exhibit A. For greater clarity, except as set forth above, no other payment whatsoever shall be due by the “Other Benefits”)Company to the Executive.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is shall be terminated by the Company (other than for Cause, Disability without Cause or death) or by the Executive resigns for Good Reason during (but not by reason of the TermExecutive’s death, then Disability, termination by the Company for Cause or termination by the Executive shall be entitled without Good Reason), then, in addition to the following benefits, subject to compliance, where applicable, with the requirements payments and benefits described in Section 4.4 below regarding release of claims5(a) (including benefits under stock option agreements), the Company shall: (ai) Continue to pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice following the Date of Termination, the Executive’s base salary for a period of time after Annual Base Salary, and continue the Executive’s participation at active employee contribution rates in the Company’s health, life insurance and retirement plans through twelve months from the Date of Termination equal Termination; provided that each payment is intended to 12 months constitute a separate payment within the meaning of Code Section 409A and the regulations thereunder; provided, further that in the event that Executive is determined by the Company to be a “specified employee” (the “Severance Period”as defined in Code Section 409A(2)(B) and determined in accordance with Code 416(i) (without regard to paragraph (5) thereof), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (Company at a time when its stock is deemed to be publicly traded on an established securities market, any payments determined to be “COBRA”), the Company will continue to pay the share nonqualified deferred compensation” payable following termination of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until employment shall be made no earlier than the earlier of (i) the end last day of the Severance Period sixth (6th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the date provisions of Code Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule; (ii) If the Executive otherwise would have been entitled to receive a payment pursuant to the Company’s bonus plan had he been employed on the last day of the Company’s fiscal year, then pay to the Executive on April 30 of the year following the year in which the Executive’s COBRA continuation coverage expirestermination occurs, unless (and in the Company’s providing payments event that the Company has not received its audited financial statements for COBRA will violate the nondiscrimination requirements prior year by April 30 of applicable lawsuch year, such bonus shall be paid as soon as practicable thereafter, consistent with the provisions of Code Section 409A, but in no event later than the last day of such following year), the amount of such payment, multiplied by a fraction the numerator of which case this benefit will not applyis the number of days during such fiscal year that the Executive was employed and the denominator of which is 365; and (diii) Continue paid coverage for the Executive and any eligible dependents under all Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination through the twelfth month after the Date of Termination, to the extent not previously paid or providedpermitted thereunder. As of the date that the Executive ceases to receive coverage under any group health plan pursuant to this Section 5(b)(iii), the Executive shall be eligible to elect to receive “COBRA” continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, and if such coverage ceases prior to twelve months from the Date of Termination, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)for such COBRA coverage through such twelve month period.

Termination Without Cause or Resignation for Good Reason. The Executive cannot terminate his employment for Good Reason, as defined in Section 12(a), unless he has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within ninety (90) business days of the initial existence of such grounds and the Company has had at least 10 business days from the date on which such notice is provided to cure such circumstances. (i) If the Company terminates Executive’s employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or the if Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled and subject in all events to the following benefits, subject to compliance, where applicable, with the requirements in provisions of Section 4.4 below regarding release of claims7(d), the Company shall:shall pay Executive the following “Special Separation Payments” on the 60th day following termination (the “Special Separation Payment Date”): (aii) pay In addition to but without duplication of those amounts set forth in Section 7(a), an amount equal to eighteen (18) months of Executive’s Annual Base Salary as of the Executive Termination Date, less required deductions, which amount shall be payable by the Company in a lump sum (i) any unpaid base salary of no later than the ExecutiveSpecial Separation Payment Date, (ii) any accrued but unused and unpaid vacation pay of the Executivewith no reduction, mitigation, or duty to mitigate; (iii) any earned and unpaid bonuses Executive’s Annual Performance Bonus, less required deductions, in an amount equal to 65% of Executive’s Annual Base Salary as of the Executive, and Termination; and (iv) the amount of any unpaid compensation previously deferred by If the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for timely and properly elects health continuation coverage under the terms by which such amounts were or are deferred), in each case Consolidated Omnibus Budget Reconciliation Act of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code 1985 (“COBRA”), the Company will continue shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to pay the share Executive on the last day of the month immediately following the month in which the Executive timely remits the premium for payment. The Executive shall be eligible to receive such coverage that it pays for active and similarly-situated employees who receive the same type of coverage reimbursement until the earlier of earliest of: (i) the end eighteen-month anniversary of the Severance Period or Termination Date; (ii) the date the Executive’s Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives/becomes eligible to receive substantially similar coverage expiresfrom another employer or other source. Notwithstanding the foregoing, unless if the Company’s providing making payments for COBRA will under this Section 7(c) would violate the nondiscrimination requirements rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of applicable lawpenalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this Section 7(c) in which case this benefit will not apply; anda manner as is necessary to comply with the ACA. (dv) Executive shall be entitled to receive the Special Performance Bonus described in Section 3(c) above upon the completion of the Sale Event or IPO, less required deductions, to the extent not previously paid or providedotherwise payable regardless of whether Executive continues employment through completion of such event, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the unless Executive is eligible to receive following the Executive’s termination terminated for Cause as defined in Section 12(a)(v)(C) or (D) of employment under any plan, program, policy, practice, contract this Agreement or agreement of the Company (collectively, the “Other Benefits”)unless Executive resigns without Good Reason.

Termination Without Cause or Resignation for Good Reason. If (i) the Executive’s employment with the Company is terminated by the Company (without Cause and other than for Cause, due to the Executive’s death or Disability or death(ii) or the Executive resigns for Good Reason during (each, a “Qualifying Termination”), then the TermCompany shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rate then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”), that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefitsbenefits set forth in Sections 5.1(a), 5.1(b) and 5.1(c), subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallSections 5.3 and 5.6: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary (determined prior to any reduction in Base Salary that otherwise constitutes Good Reason, if applicable) and (ii) the Executive’s Annual Performance Bonus (as determined under Section 3.2 above, and prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (i10) any unpaid base salary of days following the Executive, (ii) any accrued but unused Release Date and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts will be subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse the total amount of COBRA premiums for the first twelve (12) months of COBRA coverage (for clarity, such COBRA premium reimbursements will be inclusive of premiums for the Executive’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to the Executive’s Qualifying Termination, provided that such dependents continue to provide to be eligible for such coverage during such twelve (12)-month period); provided, however, that if the Executive ceases to be eligible for COBRA, does not pay the applicable monthly COBRA premium, or becomes eligible to enroll in accordance with the group health insurance plan of another employer, the Executive will immediately notify the Company and the Company’s ordinary payroll practicesobligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of reimbursing the Executive’s base salary for COBRA premiums, the Company will pay the Executive on a period of time after the Date of Termination monthly basis a fully taxable cash payment equal to 12 months (the “Severance Period”)COBRA premium for that month, with payments beginning as provided in 4.4 below;subject to applicable tax withholding. This payment may be, but need not be, used by the Executive to pay for COBRA premiums; and (c) if and while Subject to Section 5.1(d), unless specifically provided otherwise in the applicable equity award agreement, the Executive and his or her family qualifies for and elects shall be eligible to participate become fully vested in continuation health coverage under Section 4980B 25% of the Code (“COBRA”), the Company will continue to pay the share then unvested portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type each of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresthen unvested and outstanding equity awards, unless including the CompanyExecutive’s providing payments for COBRA will violate then remaining unvested portion of any Annual Equity Grants and any other equity grants awarded. Such accelerated vesting shall be effective as of the nondiscrimination requirements tenth (10th) day following the Release Date. In order to give effect to the intent of this provision, if the Executive is entitled to accelerated vesting of any equity award pursuant to this provision, then notwithstanding anything to the contrary set forth in the terms of such equity award (including any applicable lawequity incentive plan and equity award agreement), in which case this benefit no event will not apply; andsuch equity award be forfeited or terminate prior to the effective date of such acceleration. (d) Notwithstanding anything in this Agreement to the extent not previously paid contrary, if, pursuant to another written plan, agreement or providedother arrangement with the Company, the Company shall timely pay or provide Executive is entitled to benefits with respect to the Executive’s outstanding equity awards that are more favorable to the Executive any other amounts than the accelerated vesting benefit set forth in Section 5.1(c) or benefits required to be paid 5.3, or provided or which the extended post-termination exercise period benefit set forth in Section 5.3, as applicable, as determined by the Company in its sole discretion, then the Executive will not be entitled to the accelerated vesting benefit set forth in Section 5.1(c) or 5.3 (if the more favorable benefit is eligible to receive following regarding accelerated vesting) or the Executive’s extended post-termination of employment under any plan, program, policy, practice, contract or agreement of exercise period benefit set forth in Section 5.3 (if the Company (collectively, the “Other Benefits”more favorable benefit is regarding an extended post-termination exercise period).

Termination Without Cause or Resignation for Good Reason. If the Executive’s -------------------------------------------------------- Employee's employment with the Company is terminated by the Company without cause (other than for Cause, Disability and not as a result of Employee's death or deathdisability) or the Executive if Employee resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding and if Employee signs a general release of claimsknown and unknown claims in the form attached hereto as Exhibit A, Employee will receive a severance package consisting of the Company shallfollowing: (a) pay to the Executive in a lump sum (i) any unpaid Continued payment of Employee's base salary of (the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred"Severance Payment"), in each case at the final rate, less applicable withholding, for six months from the termination of clauses (i) through (iv) through Employee's employment with the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive Company. These payments will be made in accordance with the Company’s ordinary 's normal payroll practicesprocedures. Any amounts Employee owes the Company at the time of Employee's termination may be deducted in equal installments from the Severance Payment. Employee understands and agrees that if he violates Paragraph 7, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”)8 or 9, with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will have no obligation to continue the Severance Payment. (ii) Pro rata payment of the MOB bonus described in Paragraph 2(b) based on the number of days of the applicable year completed on the date Employee's employment ends. This payment will be based on the extent of achievement of the objectives for the full year and will be made in accordance with the time periods established in Paragraph 2(b). (iii) If Employee elects continuation of coverage under COBRA, contribution by the Company to the COBRA premium payments for six months from the termination of Employee's employment with the Company. The Company will pay an amount equal to the share portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until Company would have paid if the earlier of Employee had remained employed. (iiv) the end Accelerated vesting of the Severance Period or (iioptions granted under Paragraph 2(d) so that the date total number of vested shares is calculated as if the Executive’s COBRA continuation coverage expires, unless Employee's employment terminated six months from the termination of Employee's employment with the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. (a) If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during Reason, in either case, prior to a Change in Control or more than twelve (12) months following a Change in Control, then the TermCompany shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for Executive to provide reasonable transition assistance (the “Release”) that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits: (i) The Company shall pay Executive an amount equal to one (1) times the sum of the Executive’s then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason), the pro-rated amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (ii) If Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first twelve (12) months of COBRA coverage; provided, however, that if Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to complianceapplicable tax withholding. This payment may be, where applicablebut need not be, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) used by Executive to pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);COBRA premiums. (b) continue to provide If Executive’s employment with the Company is terminated without Cause or Executive resigns for Good Reason, in either case, upon or on or before the twelve-month anniversary of a Change in Control (but not before a Change in Control), then the Company shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed Release that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Company’s ordinary payroll practices, Executive shall receive the following benefits: (i) The Company shall pay Executive an amount equal to 1.5 times the sum of the Executive’s base salary for a period of time after the Date of Termination equal then current Base Salary (without regard to 12 months (the “Severance Period”any reduction in Base Salary that would otherwise constitute Good Reason), the full amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with payments beginning as provided respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in 4.4 below;a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (cii) if and while the If Executive and his or her family qualifies is eligible for and timely elects to participate in COBRA continuation health coverage under Section 4980B of the Code (“COBRA”)coverage, the Company will continue reimburse COBRA premiums for the first eighteen (18) months of COBRA coverage; provided, however, that if Executive ceases to pay be eligible for COBRA or becomes eligible to enroll in the share group health insurance plan of another employer, Executive will immediately notify the premium for such coverage that it pays for active Company and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for obligation to provide the COBRA will violate premium benefits shall immediately cease. Further, notwithstanding the nondiscrimination requirements of applicable lawforegoing, if at any time the Company determines, in which case this benefit will its sole discretion, that it cannot apply; and provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (d) to including, without limitation, Section 2716 of the extent not previously paid or providedPublic Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company shall timely will pay or provide Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)pay for COBRA premiums.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with Executive may be terminated by the Company without Cause upon not less than thirty (30) days written notice to Executive. The Company's notice must specify the Termination Date. Executive may resign if Good Reason exists upon not less than ten (10) days written notice to the Company. Executive's notice must set forth the facts and circumstances constituting Good Reason and specify the Termination Date. (A) during the period from the Effective Date until the second anniversary of the Effective Date (the "Initial Term"), 1.5 times his then current Salary or (B) after the Initial Term, his then current Salary, and (y) 75% of the average of the two Annual Bonuses (if any) paid to Executive for the two Fiscal Years preceding the year of termination, the first no earlier than the eighth day after Executive delivers the executed Release, and the other six months thereafter (the "Severance Payment"); provided, however, that if, during the Employment Period, Executive's employment is terminated by the Company in anticipation of, or within one year after a Change of Control (other than for as a result of Cause, Disability death or death) Total Disability), or the by Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release within one year after a Change of claimsControl, the Company shall: instead will pay Executive an amount equal to 200% of Severance Payment (acalculated and payable as provided in the preceding clause); (ii) pay to Executive within five (5) business days of the date of Executive's employment termination any accrued but unpaid Annual Bonus for the Fiscal Year preceding the year of termination; (iii) pay Executive in a lump sum sum, at the time that annual bonuses are paid to other executives of the Company generally, an amount equal to the Annual Bonus for the year of termination multiplied by a fraction with a numerator equal to the number of days during the calendar year during which Executive was employed and a denominator of 365; and (iv) pay the COBRA premiums for Executive and his dependents for the lesser of (A) one (1) year or (B) until Executive and his dependents cease to be eligible for such COBRA benefits (including, without limitation, by reason of Executive becoming eligible for substantially similar coverage from a subsequent employer). If Executive elects not to deliver the Release, then the Company shall have no obligation to pay Executive the severance provided for in clause (i) any unpaid base salary of above, but shall be obligated to pay to Executive the Executive, amounts provided for in clauses (ii) any accrued but unused and unpaid vacation pay of the Executive), (iii) any earned and unpaid bonuses of the Executive, and (iv) above at the amount times provided therein. Any payments to be made to Executive pursuant to this Section 4(d) are in addition to any benefits that may be payable under any life insurance, disability insurance or similar policies of insurance that the Company may maintain on Executive's behalf and to which Executive contributes all or any portion of the premiums to maintain. If Executive's employment is terminated hereunder, Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due to Executive under this Agreement on account of any unpaid compensation previously deferred by the remuneration attributable to any subsequent employment that Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)may obtain.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Causeterminates without Cause pursuant to Section 3(a)(iv), Disability or deathpursuant to Section 3(a)(v) or the Executive resigns due to Executive’s resignation for Good Reason Reason, then, subject to Executive signing on or before the 21st day following the Date of Termination, and not revoking during any subsequent revocation period contained therein, a release of claims substantially in the form attached as Exhibit B to this Agreement (the “Release”), and Executive’s continued compliance with Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following: (i) an amount in cash equal to 1.0 times the sum of (A) Annual Base Salary (at the highest level in effect during the Term) plus (B) the average Annual Bonus over the prior three years (which calculation shall include annual bonuses that Executive received from ▇▇▇▇▇▇▇▇, then the Executive shall be entitled to the following benefitsextent Executive has not yet received three years of Annual Bonuses under the Company’s annual incentive program on the Date of Termination, subject to complianceprovided that, where applicable, with for the requirements in Section 4.4 below regarding release avoidance of claimsdoubt, the Company shall: (a) pay foregoing calculation will not take into account the special retention bonus paid to the Executive by ▇▇▇▇▇▇▇▇ in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferredDecember 2014), payable in each case the form of clauses (i) through (iv) through salary continuation in regular installments over the 12-month period following the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary normal payroll practices, ; (ii) a pro-rated portion (based on the Executive’s base salary for a period number of time after days Executive was employed by the Company during the fiscal year in which the Date of Termination equal occurs) of the Annual Bonus that Executive would have earned had Executive remained employed through the end of the fiscal year in which the Date of Termination occurs, based on the Company’s actual performance for such year and paid at the same time annual bonuses are generally paid to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowCompany’s executives; (ciii) any Annual Bonus earned for a previously completed year, paid at the same time annual bonuses are generally paid to the Company’s executives (but irrespective of any continued service requirement); and (iv) if and while the Executive and his timely elects continued medical, dental or her family qualifies for and elects to participate in continuation health vision coverage under Section 4980B one or more of the Code Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company will continue to pay shall directly pay, or reimburse Executive for, the share COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Date of Termination and ending 12-months following the Date of Termination. Notwithstanding the foregoing, if the Company determines that it cannot provide the benefit required by this Section 4(b)(iv) without potentially violating applicable law (including Section 2716 of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (iPublic Health Service Act) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedincurring an excise tax, the Company shall timely pay or in lieu thereof provide to Executive a monthly payment in an after-tax amount equal to the monthly COBRA premium that Executive any other amounts or benefits would be required to be paid or provided or which the Executive is eligible pay to receive following the continue Executive’s termination and Executive’s covered dependents’ group health coverage in effect on the Date of employment under any planTermination, program, policy, practice, contract or agreement which amount shall be based on the premium for the first month of the Company (collectively, the “Other Benefits”)COBRA coverage.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall not be in the discretion of the Board of Directors and shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the ▇▇▇▇▇▇ Materials Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount without duplication of any unpaid compensation previously deferred by amounts described in Section 4(b)(i)(A), the Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Amount. Such Annual Base Salary shall be paid at the times contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under this Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $10,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If (i) the Executive’s employment with the Company is terminated by the Company (without Cause and other than for Cause, due to the Executive’s death or Disability or death(ii) or the Executive resigns for Good Reason during (each, a “Qualifying Termination”), then the TermCompany shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rate then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”), that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallSections 5.3 and 5.6: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary (determined prior to any reduction in Base Salary that otherwise constitutes Good Reason, if applicable) and (ii) the Executive’s Annual Performance Bonus (as determined under Section 3.2 above, and prior to any reduction in such annual target bonus opportunity that or otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (i10) any unpaid base salary of days following the Executive, (ii) any accrued but unused Release Date and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts will be subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse the total amount of COBRA premiums for the first twelve (12) months of COBRA coverage (for clarity, such COBRA premium reimbursements will be inclusive of premiums for the Executive’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to the Executive’s Qualifying Termination, provided that such dependents continue to provide to be eligible for such coverage during such twelve (12)-month period); provided, however, that if the Executive ceases to be eligible for COBRA or becomes eligible to enroll in accordance with the group health insurance plan of any other employer, the Executive will immediately notify the Company and the Company’s ordinary payroll practicesobligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of reimbursing the Executive’s base salary for COBRA premiums, the Company will pay the Executive on a period of time after the Date of Termination monthly basis a fully taxable cash payment equal to 12 months (the “Severance Period”)COBRA premium for that month, with payments beginning as provided in 4.4 below;subject to applicable tax withholding. The payment may be, but need not be, used by the Executive to pay for COBRA premiums; and (c) if and while Subject to Section 5.1(d), unless specifically provided otherwise in the applicable equity award agreement, the Executive and his or her family qualifies for and elects shall be eligible to participate become fully vested in continuation health coverage under Section 4980B 25% of the Code (“COBRA”), the Company will continue to pay the share then unvested portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type each of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresthen unvested and outstanding equity awards, unless including the CompanyExecutive’s providing payments for COBRA will violate then remaining unvested portion of any Annual Equity Grants and any other equity grants awarded. Such accelerated vesting shall be effective as of the nondiscrimination requirements tenth (10th) day following the Release Date. In order to give effect to the intent of this provision, if the Executive is entitled to accelerated vesting of any equity award pursuant to this provision, then notwithstanding anything to the contrary set forth in the terms of such equity award (including any applicable lawequity incentive plan and equity award agreement), in which case this benefit no event will not apply; andsuch equity award be forfeited or terminate prior to the effective date of such acceleration. (d) Notwithstanding anything in this Agreement to the extent not previously paid contrary, if, pursuant to another written plan, agreement or providedother arrangement with the Company, the Company shall timely pay or provide Executive is entitled to benefits with respect to the Executive’s outstanding equity awards that are more favorable to the Executive any other amounts than the accelerated vesting benefit set forth in Section 5.1(c) or benefits required to be paid 5.3, or provided or which the extended post-termination exercise period benefit set forth in Section 5.3, as applicable, as determined by the Company in its sole discretion, then the Executive will not be entitled to the accelerated vesting benefit set forth in Section 5.1(c) or 5.3 (if the more favorable benefit is eligible to receive following regarding accelerated vesting) or the Executive’s extended post-termination of employment under any plan, program, policy, practice, contract or agreement of exercise period benefit set forth in Section 5.3 (if the Company (collectively, the “Other Benefits”more favorable benefit is regarding an extended post-termination exercise period).

Termination Without Cause or Resignation for Good Reason. If Subject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with the Company is terminated by the Company (other than for Cause, Disability Section 1.5.4 above or death) or the Executive resigns a resignation for Good Reason during in accordance with Section 1.5.5 above, the Term, then the Company shall pay Executive shall be entitled to the following benefitsseverance package (“Severance Package”): (i) an amount equivalent to twelve (12) months of Executive’s then Base Salary, subject to compliance, where applicable, with the requirements tax withholding specified in Section 4.4 below regarding release 1.4.1 above, payable as set forth herein (the “Severance Payment”); (ii) to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of claimsthe Company immediately prior to Executive’s Termination Date, and provided that Executive timely elects COBRA continuation coverage, the Company shall: shall pay the full cost of Executive’s COBRA continuation coverage for Executive (a) pay and for Executive’s spouse and dependents to the Executive extent participating in a lump sum (isuch plans immediately prior to the Termination Date) any unpaid base salary pursuant to Section 4980B of the ExecutiveInternal Revenue Code of 1986, (ii) any accrued but unused as amended, and unpaid vacation pay Part 6 of Title 1 of the ExecutiveEmployee Retirement Income Security Act of 1986, as amended, for a period of up to twelve (12) months from the Termination Date, or when Executive becomes eligible for comparable coverage through a subsequent employer, provided that Executive agrees to notify the Company as soon as he accepts subsequent employment (the “COBRA Continuation”); and (iii) Base Salary earned but unpaid, vested benefits under any earned employee benefit plan, and unpaid bonuses any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts Termination Date subject to the tax withholding specified in Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination 1.4.2 above (collectively, the “Accrued ObligationsBenefits”); (b) continue . The Company’s obligation to provide Executive with the Severance Payment and COBRA Continuation, is contingent upon Executive’s execution and non-revocation of a Separation & Release Agreement, including a general release of claims, satisfactory to the Executive Company, with such release becoming effective on or before thirty (30) days following Executive’s Termination Date (“Severance Condition”). Payment of the Severance Payment and COBRA Continuation, if any, will commence on the first payday following the thirtieth (30th) day after Executive’s Termination Date and continue over a twelve-month period in accordance equal installments, with payments made on the Company’s ordinary payroll practices, the regular paydays. Such release will not affect Executive’s base salary for a period continuing obligations to the Company under the Employment Covenants Agreement (as defined below). The Company’s obligation to pay and Executive’s right to receive the Severance Package set forth herein (other than Accrued Benefits) shall cease in the event of time Executive’s material breach of any of his obligations under this Agreement or the Employment Covenants Agreement after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B Date. Payment of the Code (“COBRA”), Accrued Benefits shall be made in full on the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the first payroll date the after Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Termination Date in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)event.

Termination Without Cause or Resignation for Good Reason. (a) If the Executive’s employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall: (a) shall pay to the Executive in a lump sum the Accrued Benefits. If the Executive’s employment is terminated by the Company without Cause, or the Executive resigns for Good Reason: (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation Company shall pay of to the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) Executive cash severance in the amount of $5 million payable (the “Severance Payments”) over the two-year period following the Termination Date; provided, however, any unpaid compensation previously deferred by installments that would otherwise be paid before the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment period for the execution and non-revocation of amounts subject to Section 409A the Release (as defined below) if not provided expires will be retained by the Company and paid with the first payroll period commencing on or after expiration of such period, and (ii) any and all unvested equity awards granted to him pursuant to the Merger Agreement (including, for clarity, any equity equivalents such as mutual fund awards) which are held by or for the benefit of Executive on the Termination Date shall immediately vest and become non-forfeitable in Executive from and after such date. In the event any termination described under this Section 6.4(a) shall occur prior to the terms by which such amounts were or are deferred)full payment to Executive of his Bonus in respect of 2022, then the amount in each case of clauses clause (i) through above shall be increased by 60% of the amount of the Accrued Bonus (iv) through the Date of Termination (collectively, the “Accrued ObligationsAdditional Severance Amount”);, provided that the Additional Severance Amount shall be paid to Executive in one cash lump sum at the same time that annual bonuses are paid to the Company’s remaining executives but in no event later than March 15 of the year following the year in which the Termination Date occurs, subject to Executive’s execution and non-revocation of the Release. (b) continue All payments to provide be provided to the Executive under this Section 6.4 shall be subject to the Executive’s (x) compliance with Sections 6.6 through 6.9, the restrictions in accordance Section 8, any other post-termination obligations and agreements governing confidentiality, assignment of inventions, or restrictive covenants, and (y) within no more than forty-five days after the Termination Date, execution of a reasonable and customary general release and waiver of claims against the Company, its affiliates and its and their officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company and his service on the board of directors of any of the Company’s ordinary payroll practices, affiliates (which release will include an agreement between both parties not to disparage the other and contain restrictive covenants no more extensive than those that apply to Executive hereunder which is provided by the Company to the Executive’s base salary for a ) that is not revoked during the seven-day period of time after the Date of Termination equal to 12 months signing (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other BenefitsRelease”).

Termination Without Cause or Resignation for Good Reason. If In the Executiveevent that Officer resigns for Good Reason or Officer’s employment with the Company hereunder is terminated by the Company (Bank other than for CauseCause in accordance with Section 6(b), Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive Officer shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shalla “Severance Package” consisting of: (i) a “Severance Payment” equal to the sum of (a) pay to two-times the Executive Officer’s annual Base Salary (as in effect on the Termination Date), (b) two-times the Officer’s Target Annual Bonus, and (c) two-times the target Special Incentive Bonus, as applicable for the year in which the Termination Date occurs, which shall be aggregated and paid in a lump sum cash payment within sixty (i60) any unpaid base salary of days following the ExecutiveTermination Date, and subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions; (ii) any accrued but unused and unpaid vacation pay if such termination under this 6(c) occurs on or after six (6) months following the commencement of the Executivefiscal year to which annual bonuses relate, a “Pro-Rata Bonus Payment” equal to the product of (iiix) any the annual bonus described in Section 4(c)(i) above and the Special Incentive Bonus, if any, that Officer would have earned and unpaid bonuses for the fiscal year in which the Termination Date occurs based on achievement of the Executive, applicable performance goals for such year and (ivy) a fraction, the amount numerator of any unpaid compensation previously deferred which is the number of days that Officer was employed by the Executive Company during the fiscal year of termination and the denominator of which is the total number of days in such fiscal year. The Pro-Rata Bonus Payment shall be paid, notwithstanding any service requirement, following the last day of the applicable bonus period, not later than the date that annual bonuses are paid to similarly situated executives and in no event later than March 15th of the calendar year immediately following the fiscal year in which the Termination Date occurs (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued ObligationsPro-Rata Bonus Payment Date”); (biii) continue vesting of all unvested stock options and stock appreciation rights granted by the Company to provide Officer; (iv) all outstanding equity compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) and that would otherwise were scheduled to vest in a year subsequent to the Executive in accordance with year of termination of Officer’s employment, shall remain outstanding and fully vest upon satisfaction of the Companyapplicable performance requirements underlying such awards notwithstanding any service requirement; (v) accelerated vesting of any outstanding equity-based compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); and (vi) payment of the premiums required to continue Officer’s ordinary payroll practicesgroup health care coverage (i.e. medical, dental and vision, to the Executive’s base salary extent applicable) for a period of time after up to eighteen (18) months following Officer’s Termination Date, under the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B applicable provisions of the Code Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Officer elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for such health coverage through another employer during this period; provided further, that, if Bank determines, in its sole discretion that the Company will continue to pay the share payment of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end COBRA premiums would result in a violation of the Severance Period nondiscrimination rules under Code Section 105(h) or (iiof any statute or regulation of similar effect or other adverse tax or legal consequences to the Bank, then, the parties agree to take such reasonable best efforts to reform this Section 6(c)(vi) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will in such manner as is necessary as to not violate the nondiscrimination requirements rules under Code Section 105(h) or of applicable law, in which case this benefit will not apply; andany statute or regulation of similar effect or cause such adverse consequences. (dvii) Officer will only receive the Severance Package if Officer: (a) complies with all surviving provisions of this Agreement; and (b) executes a separation and release agreement in a form reasonably acceptable to the extent not previously paid Company, releasing all claims, known or providedunknown, that Officer may have against the Company, its Subsidiaries and Affiliates (the “Company Group”) and such other parties as reasonably included therein and releasing all claims, known or unknown, that the Company shall timely pay Group may have against the Officer, (with customary carveouts, as may be applicable, including carveouts for vested benefits and any D&O insurance and indemnification rights that survive termination pursuant to their terms) arising out of or provide any way related to the Executive any other amounts Officer’s employment or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of with the Company (the “Release”), and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the Termination Date (collectively, the “Other BenefitsRelease Conditions”); provided that the Company shall not release Officer from (i) fraud, (ii) material violation of law, (iii) willful misconduct or acts of bad faith, (iv) any right to clawback compensation under applicable law, regulation, or bilateral agreement or Company policy (including, without claim Section 16(f) of this Agreement), or (v) the right to enforce post-termination restrictive covenants to which Officer is subject. For purposes of complying with Section 409A, (I) any payment or benefit described in Section 6(c) of this Agreement shall not be due and payable until the date that the Release becomes fully effective and non-revocable (such date, the “Release Effective Date”), (II) to the extent any payments are delayed pursuant to clause (I) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following the Release Effective Date, (III) all payments due after the payment made pursuant to clause (II) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement, and (IV) notwithstanding the clauses (II) and (III) of this sentence, to the extent the amounts described in Sections 6(c) of this Agreement constitute “non-qualified deferred compensation” that is subject to Section 409A, (A) to the extent Officer’s termination of employment with the Company occurs on or after November 2 of any calendar year, no amounts shall be paid pursuant to Section 6(c) of this Agreement until the calendar year following the year in which the Termination Date occurs, (B) to the extent any payments are delayed pursuant to clause (IV)(A) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following (and, subject to the remainder of this subsection (vii), in no event later than thirty (30) days following) the later of the Release Effective Date and January 1 of the calendar year following the calendar year in which the Termination Date occurred, and (C) all payments due after the payment made pursuant to clause (IV)(B) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement. All other Bank obligations to Officer pursuant to this Agreement will be automatically terminated and completely extinguished, except as otherwise provided in Section 8 below. Officer shall have no entitlement to any separation pay or termination benefits in connection with any termination described in this Section 6(c) as may be provided under any other Company plan, program or arrangement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company ceases due to a termination by the Company without Cause (other than for Cause, Disability or deathas defined below) or a resignation by the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims(as defined below), the Company shall: (a) 5.1.1. pay to the Executive all accrued and unpaid Base Salary (at the annual rate then in effect) and vacation accrued through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; 5.1.2. to the extent then unpaid, pay to the Executive the annual bonus (if any) with respect to the calendar year ended immediately prior to the cessation of the Executive’s employment, which such bonus shall be paid at the time such bonus would have otherwise been paid absent the Executive’s cessation of employment but in no event later than the last day of the year in which the Executive’s employment ceases; 5.1.3. pay to the Executive a lump sum pro-rated bonus for the calendar year in which such termination occurs, which proration shall be determined by multiplying (i) any unpaid base salary the quotient obtained by dividing (A) the number of days the Executive worked in the calendar year his employment with the Company ceases by (B) 365, and (ii) his Target Bonus, which such bonus shall be paid at the time such bonus would have otherwise been paid absent the Executive’s cessation of employment; Executive’s Initials & Date 5.1.4. pay to the Executive monthly severance payments equal to one-twelfth of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary then current Base Salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”)) equal to: (i) twelve (12) months, with payments beginning as provided in 4.4 belowif such termination of employment occurs on or prior to the second 2nd anniversary of the Effective Date, or (ii) eighteen (18) months, if such termination of employment occurs after the second 2nd anniversary of the Effective Date; (c) 5.1.5. if and while the Executive and his or her family qualifies for and validly elects to participate in receive continuation health coverage under Section 4980B the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of the Code 1985 (“COBRA”), reimburse the Company will continue to pay Executive the share of the applicable premium otherwise payable for such COBRA continuation coverage that it pays for active and similarly-situated employees who receive the same type Severance Period; and 5.1.6. cause any then vested stock options held by the Executive as of coverage immediately prior to the effective date of such termination of employment to remain exercisable until the earlier to occur of (i) the end first (1st) anniversary of the Severance Period effective date of such termination of employment or (ii) the expiration date of the stock option. Except as otherwise provided in this Section 5.1, and, if applicable, Section 4.4.1 (Change In Control Bonus) and the Carve Out Plan, all compensation and benefits will cease at the time of the Executive’s COBRA continuation coverage expirescessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 5.1 are in lieu of, unless and not in addition to, any other severance arrangement maintained Executive’s Initials & Date by the Company. Notwithstanding any provision of this Agreement, except Section 4.4.1 and the Carve Out Plan, if applicable, the payments and benefits described in Section 5.1.2 through Section 5.1.6 are conditioned on: (a) the Executive’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) execution and delivery to the extent not previously paid or providedCompany and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his cessation of employment, of a severance agreement that includes a mutual general release and waiver of claims by each party against the other and a mutual non-disparagement provision substantially in a form reasonably acceptable to the Company (the “Release”); and (b) the Executive’s continued compliance with the provisions of the Restrictive Covenant Agreement (as defined below). Subject to Section 5.4, below, the Company shall timely pay or provide to the Executive any other amounts or benefits required described in Sections 5.1.4 and 5.1.5 will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60 day period described above begins in one taxable year and ends in a second taxable year such payments or which benefits shall not commence until the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)second taxable year.

Termination Without Cause or Resignation for Good Reason. If the Executive’s Except as provided in Section 6.3, if your employment with the Company is terminated by the Company without Cause (other than for Cause, Disability or deathas defined in Section 9.1) or the Executive resigns you resign for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements (as defined in Section 4.4 below regarding release of claims9.4), the Company shall: (a) pay to the Executive in a lump sum Employer (i) any unpaid base salary (A) will pay you ratably in equal monthly installments over 18 months an aggregate dollar amount equal to 3.0 times your Annual Base Salary in effect immediately prior to your termination of employment or the occurrence of Good Reason (whichever is higher); and (B) will pay for or reimburse all of your premiums for continuing your health care coverage and the coverage of your dependents who are covered at the time of your termination or resignation, under the applicable provisions of the Executive, Consolidated Omnibus Budget Reconciliation Act of 1985 (iiCOBRA) any accrued but unused and unpaid vacation pay for a period ending on the earlier of the Executivedate that is eighteen (18) months after the date of termination or resignation or the date on which you become eligible to be covered by the health care plans of another employer; provided, however, that any Employer obligation under clause (iiiB) requires that you timely elect COBRA continuation coverage as required by applicable law (collectively, “Severance Payments”) and (ii)(A) in the case of any earned unvested LTIC Awards under the Company’s 2007 Long-Term Equity Incentive Plan, 2008 Omnibus Incentive Plan or otherwise (“Unvested Awards”) subject to time-based vesting, you will immediately vest in, and unpaid bonuses options shall become exercisable or cash or shares will be settled or distributed with respect to that portion of each such LTIC Award scheduled to vest within twelve (12) months following the Executivedate of termination, and (ivB) in the amount case of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts Unvested Awards subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were performance-based vesting, you will vest in, and options shall become exercisable, or are deferred)cash or shares will be settled or distributed, in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code applicable LTIC Award agreement (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Executive’s Employee's employment with the Company hereunder is terminated by the Company (other than for CauseWithout Cause pursuant to Section 5(a)(v), Disability or death) or due to the Executive resigns Employee's resignation for Good Reason during pursuant to Section 5(a)(vi), then: (i) The Company shall continue to pay the TermEmployee his full Base Salary and Annual Bonus in accordance with normal payroll practices and without interest through the earlier of (A) December 31, then 2010 and (B) the Executive second Anniversary of the Date of Termination, at the rate in effect at the time notice of the termination of the Employee's employment is given in accordance with Section 5(a)(v) or Section 5(a)(vi) hereof, as the case may be; provided, however, that if a Change of Control Date shall have occurred prior to Employee's termination Without Cause or resignation for Good Reason, the Administrator shall disburse the Retention Amount (as defined in Section 6(f) hereof) to the Employee on or promptly following the Date of Termination, subject to and in accordance with the Retention Account Procedures; and (ii) The Employee shall be entitled to participate in all employee benefit plans and programs to the following benefits, subject extent applicable to compliance, where applicable, with the requirements in Section 4.4 below regarding release other senior executives of claims, Avatar and the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for the Employee's continued participation is permissible under the general terms by which and provisions of such amounts were or are deferred), in each case of clauses (iplans and programs) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (iA) December 31, 2010 and (B) the end second Anniversary of the Severance Period Date of Termination; provided, however, that if a Change of Control shall have been consummated prior to Employee's termination Without Cause or (ii) resignation for Good Reason, the date Employee shall be entitled to participate in such benefit plans and programs through the Executive’s COBRA continuation coverage expiresRetention Date. In the event that the Employee's participation in any such plan or program is not permitted, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) Employee shall be entitled to receive an amount equal to the extent not previously paid annual contributions, payments, credits or provided, allocations made by the Company shall timely pay or provide to the Executive any other amounts Employee's account or benefits required to be paid or provided or which on the Executive is eligible to receive following the Executive’s termination of employment Employee's behalf under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)such plans and programs.

Termination Without Cause or Resignation for Good Reason. If Upon termination of the Executive’s employment with ▇▇▇▇▇▇, the Company and Holdings during the Employment Period either (i) by ▇▇▇▇▇▇, the Company and Holdings without Cause or (ii) by the Executive’s resignation for Good Reason, and subject to the Executive’s execution and non-revocation of a release in substantially such reasonable form as is terminated provided by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive such release shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below include provisions regarding release non-disparagement of claims▇▇▇▇▇▇, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practicesHoldings, the Executive’s base salary reasonable cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive will receive in 24 monthly installments an amount equal to two times the sum of: (i) Base Salary (prior to any reduction in Base Salary that constitutes Good Reason) and (ii) the average Annual Bonus earned in the preceding three years (including any Annual Bonus paid pursuant to the Prior Agreement). In addition to the above payments, (a) Executive shall receive upon termination of employment, a Prorata Annual Bonus at the time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated and the continuation of non-taxable health and dental benefits to which Executive is entitled as of the date of termination for 12 months; provided that such benefits shall cease upon the Executive becoming eligible for comparable benefits from a new employer; (b) Executive shall receive, for a period of time after the Date of Termination equal to 12 months (following the “Severance Period”)date of termination, with payments beginning as provided but no later than the point at which Executive is employed on a substantively full-time basis, executive career transition services, not to exceed $25,000 in 4.4 below; the aggregate; and (c) if and while the Time-Based Tranche Options provided to the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) pursuant to the extent not previously paid Option Agreement attached as Exhibit B to the Prior Agreement and any other time based options granted to Executive by ▇▇▇▇▇▇, Holdings or provided, the Company shall timely pay or provide to immediately become fully vested. Notwithstanding the Executive any other amounts or benefits required to be paid or provided or which the foregoing, if Executive is eligible to receive a “specified employee” under Section 409A of the Code, and any payments described above would result in the imposition of an additional tax under that section, then any of the above payments due during the six months following the termination of employment shall be accumulated and paid on the day following the six month anniversary of the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)employment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathshall terminate without Cause pursuant to Section 4(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims4(a)(v), the Company shall, subject to the Executive’s execution of a general waiver and release of claims agreement in the Company’s customary form: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the ExecutiveContinue to pay, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary normal payroll practices, the Executive’s base salary Annual Base Salary for a the period of time after beginning on the Date of Termination equal and ending on the earliest to 12 months occur of (a) the twelve month anniversary of the Date of Termination, (b) the first date the Executive violates any covenant contained in Section 6, or (c) the first date of the Executive’s employment or consultancy (whether as an employee, independent contractor, or otherwise) with another company based on more than twenty (20) hours per week (and the Executive hereby agrees to inform the Company immediately upon his becoming such an employee or consultant with another company), such period referred to as the “Severance Salary Continuation Period”), with payments beginning as provided in 4.4 below; (cii) if and while Continue coverage (at the Company’s expense), for the period set forth in clause (i) above, for the Executive and his or her family qualifies for any dependents under the Company group health benefit plan in which the Executive and elects any dependents were entitled to participate in continuation health immediately prior to the Date of Termination, excluding Exec-U-Care or similar supplemental coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium policies for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applysenior executives; and (diii) Pay you a pro-rated bonus for the year of termination, which except for the pro-ration shall be pursuant to the extent not previously terms and conditions set forth in the Bonus Plan and shall be payable at such time as bonuses are paid or providedto other executive officers who participate therein; In the event the Company modifies the terms of the severance benefits applicable to Senior Vice Presidents of the Company, the Company shall timely pay or provide to the Executive any other amounts or severance benefits required to described in this Section 5 will be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)modified on a consistent basis.

Termination Without Cause or Resignation for Good Reason. If the ExecutiveEmployee’s employment with the Company hereunder is terminated by the Company (other than for CauseWithout Cause pursuant to Section 5(a)(v), Disability or death) or due to the Executive resigns Employee’s resignation for Good Reason pursuant to Section 5(a)(vi), then: (i) The Company shall continue to pay the Employee his full Base Salary and Annual Bonus in accordance with normal payroll practices and without interest through the earlier of (A) December 31, 2010 and (B) the second Anniversary of the Date of Termination, at the rate in effect at the time notice of the termination of the Employee’s employment is given in accordance with Section 5(a)(v) or Section 5(a)(vi) hereof, as the case may be, with each payment due during such period hereby designated a “separate payment” for purposes of Section 409A; provided, however, that if a Change of Control Date shall have occurred prior to Employee’s termination Without Cause or resignation for Good Reason, the TermAdministrator shall disburse the Retention Amount (as defined in Section 6(f) hereof) to the Employee in a lump sum payment within thirty (30) days following the Date of Termination, then subject to and in accordance with the Executive Retention Account Procedures; and (ii) The Employee shall be entitled to participate in all employee benefit plans and programs to the following benefits, subject extent applicable to compliance, where applicable, with the requirements in Section 4.4 below regarding release other senior executives of claims, Avatar and the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for the Employee’s continued participation is permissible under the general terms by which and provisions of such amounts were or are deferred), in each case of clauses (iplans and programs) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (iA) December 31, 2010 and (B) the end second Anniversary of the Severance Period Date of Termination; provided, however, that if a Change of Control shall have been consummated prior to Employee’s termination Without Cause or (ii) resignation for Good Reason, the date Employee shall be entitled to participate in such benefit plans and programs through the ExecutiveRetention Date. In the event that the Employee’s COBRA continuation coverage expiresparticipation in any such plan or program is not permitted, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) Employee shall be entitled to receive an amount equal to the extent not previously paid annual contributions, payments, credits or provided, allocations made by the Company shall timely pay or provide to the Executive any other amounts Employee’s account or benefits required to be paid or provided or which on the Executive is eligible to receive following the ExecutiveEmployee’s termination of employment behalf under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)such plans and programs.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the if Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled then, in addition to the following benefits, subject to compliance, where applicable, with the requirements amounts described in Section 4.4 below regarding 4.5.1, and conditioned upon Executive executing and not revoking a release of claimsclaims in a form acceptable to the Company (the “Release”) within the time periods specified therein, the Company shall: will provide Executive with the following separation benefits (atogether, the “Separation Benefits”): (i) the Company will pay Executive severance in an amount equal to six months of Executive’s Base Salary (at the rate in effect as of the termination); and (ii) if Executive in timely elects continued health insurance coverage under COBRA, the Company will pay the entire premium necessary to continue such coverage for Executive and Executive’s eligible dependents for a period of six months or, if earlier, when Executive becomes eligible for group health insurance coverage under another employer’s plan, provided, however, that the Company will have the right to terminate such payment of COBRA premiums on behalf of Executive and instead pay Executive a lump sum amount equal to the COBRA premium times the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code. The severance payments under clause (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the above will be payable to Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive over time in accordance with the Company’s ordinary payroll practices, practices and procedures beginning on the 60th day following the termination of Executive’s base salary for a period employment with the Company, provided that the first installment will include all installments that would have been paid if the payments had commenced immediately following the date of time after termination. Notwithstanding the Date foregoing, if Executive is entitled to receive the Separation Benefits but violates any provisions of Termination equal to 12 months (Section 2 hereof or the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”)PIIA, the Company will continue be entitled to pay the share immediately stop paying any further installments of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawSeparation Benefits, in which case this benefit will not apply; and (d) addition to any other remedies that may be available to the extent not previously paid Company in law or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)at equity.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the CSR America, Inc. Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount of any unpaid compensation previously deferred by Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Amount. Such Annual Base Salary shall be paid at the time contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under the Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $10,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If In the Executive’s event at any time of (a) the termination of the employment with of the Company is terminated Executive by the Company without Cause (for any reason other than for Cause, Disability by death or deathDisability) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the resignation of the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), from the Company will continue to pay the share within thirty (30) days of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedan event constituting Good Reason, the Company shall timely pay or provide to the Executive any only the following: (i) Any earned and accrued but unpaid installment of base salary through the date of the Executive’s resignation for Good Reason or termination at the rate in effect immediately prior to such resignation for Good Reason or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater) and all other unpaid amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination entitled as of employment such date under any plan, program, policy, practice, contract compensation plan or agreement program of the Company (collectivelyincluding payment for any vacation time earned and not taken during the Fiscal Year in which termination occurs and reimbursements not yet paid but due for business expenses previously incurred), such payments to be made in a lump sum within fifteen (15) days following the date of resignation for Good Reason or termination; (ii) The amount of annual Cash Bonus the Executive would have been entitled to pursuant to Section 2.2(b), had Executive remained employed through the end of the Fiscal Year in which termination occurs, multiplied by a fraction, the “Other Benefits”numerator of which is the number of days from the beginning of such Fiscal Year to the date of termination, and the denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other executives of the Company; (iii) In lieu of any further salary, or of any severance payments or notice of termination of employment to the Executive, the Executive will receive up to six (6) months of salary continuation at the same rate of base salary in effect immediately prior to the Executive’s resignation for Good Reason or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). The Company will make the salary continuation payments, less applicable taxes and other withholdings, on the Company’s regular payroll dates. In addition, the Executive will receive the equivalent of up to six (6) months average annual cash bonus (based on the average annual cash bonus paid to her over the previous three Fiscal Years); the amount of such average bonus will be paid out in equal installments, less applicable taxes and other withholdings, on the same regular payroll dates referred to above. In the event the Company terminates the Executive without Cause or if the Executive resigns for Good Reason, the Company may at its sole discretion, require the Executive to continue providing services for a three (3) month working notice period while said salary continuation payments are being made; All payment of salary and of bonus continuation shall cease upon the Executive commencing alternate employment or other gainful activities. The maximum period of six (6) months referred to above shall be increased by one (1) additional month after two (2) years of service for each additional year of service thereafter, up to a maximum of twelve (12) months after eight (8) years of service. However, should the Executive be terminated without Cause within six (6) months of a Change in Control, then the Executive shall receive instead of the salary continuation set forth above a lump sum amount equal to twelve (12) months of base salary and annual cash bonus (based on the average annual cash bonus paid to her over the previous three (3) Fiscal Years) regardless of the Executive’s length of service at that time. (iv) The Company shall maintain in full force and effect for the period described in Section 3.3(iii), following the date of the Executive’s resignation for Good Reason or termination without Cause, health and dental insurance programs (not disability and life insurance programs) in which the Executive was entitled to participate either immediately prior to the Executive’s resignation for Good Reason or termination without Cause or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the Executive’s continued participation is possible under the general terms and provisions of such programs. The health and dental insurance program coverage shall cease upon the Executive commencing alternate employment or other gainful activities. (v) As a condition to her entitlement to receive termination payments and benefits under clauses (ii)-(iv) of this Section, the Executive shall have executed and delivered to the Company a release substantially in the form attached hereto as Exhibit A. For greater clarity, except as set forth above, no other payment whatsoever shall be due by the Company to the Executive.

Termination Without Cause or Resignation for Good Reason. If Upon termination of the Executive’s employment with ▇▇▇▇▇▇, the Company and Holdings during the Employment Period either (i) by ▇▇▇▇▇▇, the Company and Holdings without Cause or (ii) by the Executive’s resignation for Good Reason, and subject to the Executive’s execution and non-revocation of a release in substantially such reasonable form as is terminated provided by the Company (other than for Causesuch release shall include provisions regarding non-disparagement of ▇▇▇▇▇▇, Disability or death) or the Company and Holdings, the Executive’s cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive resigns for Good Reason during will receive in twelve (12) monthly installments an amount equal to one times the Termsum of: (i) Base Salary and (ii) the Target Annual Bonus. In addition to the above payments, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: receive (a) pay to upon termination of employment, a Prorata Annual Bonus at the time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated; and (b) the continuation of health, dental, life, and disability benefits under Company sponsored plans for the Executive in a lump sum (i) any unpaid base salary and his dependents to which Executive is entitled as of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectivelyfor 12 months, provided that such benefits shall cease upon the Executive becoming eligible for comparable benefits from a new employer. Further, the “Accrued Obligations”); (b) continue to provide unvested Options provided to the Executive pursuant to the Option Agreement attached as Exhibit B to the Prior Agreement shall immediately become fully vested. As an alternative to continuing Executive’s welfare benefits the Company may elect to pay Executive in accordance with lieu of such coverage an amount equal to Executive’s after tax cost of continuing such coverage, where such coverage may not be provided under or will negatively affect the legal or tax status of the Company’s ordinary payroll practiceswelfare plan(s). The COBRA continuation period shall run concurrently with the foregoing benefits period. Notwithstanding the foregoing, the Executive’s base salary for if Executive is a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage specified employee” under Section 4980B 409A of the Code (“COBRA”)Code, and any payments described above would result in the Company will continue to pay the share imposition of an additional tax under that section, then any of the premium for such coverage that it pays for active above payments due during the six months following the termination of employment shall be accumulated and similarly-situated employees who receive paid on the same type day following the six month anniversary of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)employment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with shall terminate without Cause pursuant to Section 3(a)(iv), or shall terminate due to the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns Executive’s resignation for Good Reason during pursuant to Section 3(a)(v) then, subject to the TermExecutive signing, then within forty-five (45) days following delivery to the Executive, which such delivery occurring within five (5) days from the Date of Termination, the Release, and not revoking such Release, within the revocation period specified in the Release, and the Executive’s continued compliance with Sections 5 and 6, the Executive shall be entitled receive: (i) A lump sum payment equal to 3.0 times the Annual Base Salary as of the Date of Termination, payable within sixty (60) days following the Date of Termination; (ii) A lump sum payment equal to 3.0 times the Average Annual Bonus, payable within sixty (60) days following the Date of Termination; (iii) Full and immediate vesting of all unvested LTI Program awards granted to the Executive by the Company; provided, however, that any performance-based LTI Program awards shall only vest and become payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement, which performance-based amount will vest and be paid to Executive at the time originally scheduled to be paid to Executive under the terms of the applicable award agreement; (iv) A lump sum payment of the unpaid Retention Bonus, payable within sixty (60) days following benefitsthe Date of Termination; (v) Full and immediate vesting of the RSU Award; and (vi) Continued Healthcare Coverage until the Executive reaches the age of sixty-five (65), or the date when the Executive is eligible for coverage under Medicare (or a successor U.S. Government Medicare-type program). If the payment of any amounts under Section 4 is delayed pending the Executive’s execution of the Release, as soon as reasonably practicable following the date the Release becomes effective (but in no event later than, subject to complianceSection 23, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) 30 days after the end of the Severance Period or Release becomes effective, and (ii) March 15th of the date calendar year following the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, calendar year in which case this benefit the Release becomes effective), the Company will pay the Executive the amounts that would have otherwise been previously paid to the Executive under Section 4 prior to the execution of such Release, provided that he has not applyrevoked such Release. For the avoidance of doubt, no payments or benefits under Section 4 shall be made until the Executive has executed the Release and the required revocation period specified in the Release has expired; and (d) provided, however, for full and immediate vesting of the RSU Award and to the extent full and immediate vesting of LTI Program awards relates to restricted stock or RSUs that are not previously paid subject to performance-based vesting, then the full and immediate vesting with respect to such restricted stock or provided, the Company RSUs shall timely pay or provide occur without regard to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Release requirement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 4.2(d) below regarding release of claims, the Company shall: (ai) the Company shall pay to the Executive the following amounts: (1) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination or on such earlier date as applicable law requires, the sum of: (iA) any the Executive’s unpaid base salary and accrued but unused vacation pay, each through the Date of Termination, (B) any final sales or similar commission payments in accordance with, and subject to the terms and conditions of the commission or similar plan then applicable to the Executive, and (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (ivC) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (), provided that this clause (ivC) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case to the extent not previously paid (the sum of the amounts described in clauses (iA), (B) through and (ivC) through the Date of Termination (collectively, shall be hereinafter referred to as the “Accrued Obligations”);; and (b2) continue to the Company shall pay or provide to the Executive in accordance with the Company’s ordinary payroll practices, greater of (x) 50% of the Executive’s highest annual base salary during the two fiscal year period prior to the Date of Termination and (y) 50% of the Executive’s then current annual base salary (such amount shall be hereinafter referred to as the “Severance Payment”), in a lump sum in cash in the next regularly scheduled pay cycle beginning following the Effective Release Date (as defined below). (ii) for a period of time 12 months after the Date of Termination equal to 12 months (Termination, or such longer period as may be provided by the “Severance Period”)terms of the appropriate plan, with payments beginning as provided in 4.4 below; (c) program, practice or policy, if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Code Section 4980B of the Code (“COBRA”), the Company will continue to shall pay the share same percentage of the coverage premium for such during the COBRA coverage that period as it pays for active and similarly-situated employees who receive executives then actively employed with the same type of coverage until individual or family coverage, with payments beginning after the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresEffective Release Date, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit coverage will be made available at the Executive’s expense; (iii) the vesting of each outstanding option, restricted share unit, restricted stock award or other equity award of the Company held by the Executive that is not applyfully vested on the Date of Termination shall accelerate by 6 months on the Date of Termination, such that such award shall be exercisable on and following the Date of Termination in accordance with its terms as if the Executive had completed a further 6 months of service to the Company as of the Date of Termination; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (collectively, such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the ExecutiveCompany terminates Employee’s employment with the Company is terminated by the Company without Cause (other than for Cause, Disability or deathdefined below) or the Executive Employee resigns for Good Reason during the Term(defined below), then the Executive Employee shall be entitled to receive continuing bi-weekly payments of severance pay at a rate equal to Employee’s Base Salary, as then in effect, for twelve (12) months following the following benefitsdate of termination of employment, subject to complianceless all required tax withholdings and other applicable deductions, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive payable in accordance with the Company’s ordinary standard payroll practicesprocedures; provided that (1) the first payment shall include any amounts that would have been paid to Employee if payment had commenced on the date of separation from service; and (2) Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Paragraph 12A. In addition, during the Executive’s base salary for a period twelve (12) months following the date of time after the Date termination of Termination equal to 12 months (the “Severance Period”)employment, with payments beginning as provided in 4.4 below; respect to group health benefits, Employee (c) if and while the Executive and his or her family qualifies for dependents) may elect, in accordance with and elects subject to participate in continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985 (“COBRA”)) or similar state law, to remain covered under the Company’s group health plan for the period mandated by COBRA or similar state law. If Employee timely and effectively elects such continuation coverage, the Company will continue to pay the share of the premium premiums for such coverage of Employee (and his dependents, as applicable) through such twelve-month period; provided that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing obligation to make such payments shall immediately expire if Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the foregoing, no payments under this Paragraph 12B will violate be paid unless the nondiscrimination requirements of applicable law, Employee executes and does not revoke a Separation Agreement and Release in which case this benefit will not apply; and (d) the form provided by the Company and all rescission periods have expired without any actual or attempted rescission. Subject to the extent not previously paid or providedforegoing, the Company any payments due under this Paragraph 12B shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s commence within sixty (60) days of Employee's termination of employment under any planemployment, programprovided that if such sixty (60)-day period spans two calendar years, policy, practice, contract or agreement of payments shall commence in the Company (collectively, the “Other Benefits”)latter calendar year.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company involuntarily without Cause (other than for Cause, Disability excluding any termination due to death or deathDisability) or the Executive resigns for Good Reason during Reason, then, subject to the Termlimitations of Sections 7 and 8 below, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum receive: (i) any unpaid base salary continuing severance pay at a rate equal to one-hundred percent (100%) of the Executive’s Base Salary, as then in effect (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferredless applicable withholding), in each case for a period of clauses eighteen (i18) through (iv) through months from the Date date of Termination (collectivelysuch termination, the “Accrued Obligations”); (b) continue to provide to the Executive paid in accordance with the Company’s ordinary normal payroll practices; (ii) to the extent not already earned and accrued, the a lump sum equivalent to one hundred percent (100%) of Executive’s base salary AIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company (for a period avoidance of time after doubt in no case would Executive be entitled to more than one AIP bonus payment under the Date terms of Termination equal this provision); (iii) accelerated vesting of Executive’s outstanding Company service-based restricted stock units that would have vested had Executive remained employed by the Company for twelve (12) months following the termination date, and subject to 12 months any required approval by the Board; and (the “Severance Period”), with payments beginning as iv) provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and timely elects to participate in healthcare continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1986 (“COBRA”), Company reimbursement of Executive for, or direct payment of, Executive’s COBRA premiums (at the Company will continue coverage level in effect immediately prior to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage Executive’s termination) until the earlier of eighteen (i18) months following the end of the Severance Period termination date or (ii) the date Executive becomes covered under similar plans. If the Executive’s Company determines, in its sole discretion, that it cannot provide the foregoing benefit related to COBRA continuation coverage expirespremiums without potentially violating, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of or being subject to an excise tax under, applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether Executive elects COBRA and continue until the earlier of eighteen (18) months following termination or provide to the date Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment becomes covered under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)similar plans.

Termination Without Cause or Resignation for Good Reason. If the ExecutiveEmployee’s employment with is terminated pursuant to Section 7.01(e) or (f) and provided that Employee shall have executed and delivered to the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding Company’s standard form of release of claims, claims (a “Release”) and the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A Release Effective Date (as defined below) if not provided for under shall have occurred within the terms by which such amounts were or are deferredtime period set forth in Section 8.06(e), in each case of clauses addition to the Accrued Obligations, Employee shall be entitled to receive: (i) through any Annual Bonus pursuant to Section 4.02 for the preceding calendar year to the extent not yet paid when such amount would have been payable pursuant to Section 4.02 if his employment had not terminated, which payment shall be made in the form of cash within the time period set forth in Section 4.02; (ii) the Annual Bonus for the calendar year in which Employee’s employment is terminated which for purposes hereof shall be equal to the Employee’s Target Bonus for such year, multiplied by a fraction, (A) the numerator of which shall be the number of days Employee was employed during the then such current calendar year and (B) the denominator of which shall be three hundred sixty-five (365), which payment shall be made in the form of cash within 75 days following such termination of employee’s employment; (iii) any outstanding unvested time-based equity awards (including the RSUs) held by Employee will accelerate and vest as of such termination date (with the vesting of any equity awards that is tied in whole or in part to performance to be governed by the terms of the applicable award agreement); provided, that, this clause (iii) shall not apply if Employee’s employment is terminated pursuant to Section 7.01(e) or (f) but Employee continues to serve as a member of the Board (including, without limitation, as executive or non-executive Chairman) following such termination (with the acceleration, if any, of any such equity awards to be governed by the terms of the applicable award agreement); (iv) through payment by the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary Company for COBRA benefits for a period of time after eighteen (18) months following termination for Employee and any dependents covered immediately prior to termination; and (v) the Severance Amount (as defined below), which Severance Amount shall be paid over a twelve (12) month period at the same times and in the same manner as Employee’s Base Salary had been paid to Employee prior to the termination of his employment hereunder, with the first such payment to occur on the First Payment Date of Termination equal (as defined below) (and any installment payments that would have been made to 12 months Employee prior to the First Payment Date shall be paid to Employee in a lump sum on the First Payment Date and the remaining payments shall be made as provided in this clause (v)). As used herein, the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while Amount” shall be equal to the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier sum of (ia) Employee’s Base Salary as in effect on the date of termination for one year and (b) the end of Annual Bonus, which for purposes hereof shall be equal to the Severance Period or (ii) Employee’s Target Bonus for the year in which the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).occurs. ​ ​

Termination Without Cause or Resignation for Good Reason. If In the Executiveevent that Officer resigns for Good Reason or Officer’s employment with the Company hereunder is terminated by the Company (Bank other than for CauseCause in accordance with Section 6(b), Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive Officer shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shalla “Severance Package” consisting of: (i) a “Severance Payment” equal to the sum of (a) pay to two-times the Executive Officer’s annual Base Salary (as in effect on the Termination Date), (b) two-times the Officer’s Target Annual Bonus, and (c) two-times the target Special Incentive Bonus, as applicable, for the year in which the Termination Date occurs, which shall be aggregated and paid in a lump sum cash payment within sixty (i60) any unpaid base salary of days following the ExecutiveTermination Date, and subject to required deductions for state and federal withholding tax, social security and all other applicable employment taxes and required deductions; (ii) any accrued but unused and unpaid vacation pay if such termination under this 6(c) occurs on or after six (6) months following the commencement of the Executivefiscal year to which annual bonuses relate, a “Pro-Rata Bonus Payment” equal to the product of (iiix) any the annual bonus described in Section 4(c)(i) above and the Special Incentive Bonus, if any, that Officer would have earned and unpaid bonuses for the fiscal year in which the Termination Date occurs based on achievement of the Executive, applicable performance goals for such year and (ivy) a fraction, the amount numerator of any unpaid compensation previously deferred which is the number of days that Officer was employed by the Executive Company during the fiscal year of termination and the denominator of which is the total number of days in such fiscal year. The Pro-Rata Bonus Payment shall be paid, notwithstanding any service requirement, following the last day of the applicable bonus period, not later than the date that annual bonuses are paid to similarly situated executives and in no event later than March 15th of the calendar year immediately following the fiscal year in which the Termination Date occurs (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued ObligationsPro-Rata Bonus Payment Date”); (biii) continue vesting of all unvested stock options and stock appreciation rights granted by the Company to provide Officer; (iv) all outstanding equity compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are intended to constitute performance-based compensation under Code Section 162(m)(4)(C) and that would otherwise were scheduled to vest in a year subsequent to the Executive in accordance with year of termination of Officer’s employment, shall remain outstanding and fully vest upon satisfaction of the Companyapplicable performance requirements underlying such awards notwithstanding any service requirement; (v) accelerated vesting of any outstanding equity-based compensation awards, other than stock options and stock appreciation rights, that were granted by Company to Officer and that are not intended to qualify as performance-based compensation under Code Section 162(m)(4)(C); and (vi) payment of the premiums required to continue Officer’s ordinary payroll practicesgroup health care coverage (i.e. medical, dental and vision, to the Executive’s base salary extent applicable) for a period of time after up to eighteen (18) months following Officer’s Termination Date, under the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B applicable provisions of the Code Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Officer elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for such health coverage through another employer during this period; provided further, that, if Bank determines, in its sole discretion that the Company will continue to pay the share payment of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end COBRA premiums would result in a violation of the Severance Period nondiscrimination rules under Code Section 105(h) or (iiof any statute or regulation of similar effect or other adverse tax or legal consequences to the Bank, then, the parties agree to take such reasonable best efforts to reform this Section 6(c)(vi) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will in such manner as is necessary as to not violate the nondiscrimination requirements rules under Code Section 105(h) or of applicable law, in which case this benefit will not apply; andany statute or regulation of similar effect or cause such adverse consequences. (dvii) Officer will only receive the Severance Package if Officer: (a) complies with all surviving provisions of this Agreement; and (b) executes a separation and release agreement in a form reasonably acceptable to the extent not previously paid Company, releasing all claims, known or providedunknown, that Officer may have against the Company, its Subsidiaries and Affiliates (the “Company Group”) and such other parties as reasonably included therein and releasing all claims, known or unknown, that the Company shall timely pay Group may have against the Officer, (with customary carveouts, as may be applicable, including carveouts for vested benefits and any D&O insurance and indemnification rights that survive termination pursuant to their terms) arising out of or provide any way related to the Executive any other amounts Officer’s employment or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of with the Company (the “Release”), and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the Termination Date (collectively, the “Other BenefitsRelease Conditions”); provided that the Company shall not release Officer from (i) fraud, (ii) material violation of law, (iii) willful misconduct or acts of bad faith, (iv) any right to clawback compensation under applicable law, regulation, or bilateral agreement or Company policy (including, without claim Section 16(f) of this Agreement), or (v) the right to enforce post-termination restrictive covenants to which Officer is subject. For purposes of complying with Section 409A, (I) any payment or benefit described in Section 6(c) of this Agreement shall not be due and payable until the date that the Release becomes fully effective and non-revocable (such date, the “Release Effective Date”), (II) to the extent any payments are delayed pursuant to clause (I) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following the Release Effective Date, (III) all payments due after the payment made pursuant to clause (II) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement, and (IV) notwithstanding the clauses (II) and (III) of this sentence, to the extent the amounts described in Sections 6(c) of this Agreement constitute “non-qualified deferred compensation” that is subject to Section 409A, (A) to the extent Officer’s termination of employment with the Company occurs on or after November 2 of any calendar year, no amounts shall be paid pursuant to Section 6(c) of this Agreement until the calendar year following the year in which the Termination Date occurs, (B) to the extent any payments are delayed pursuant to clause (IV)(A) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following (and, subject to the remainder of this subsection (vii), in no event later than thirty (30) days following) the later of the Release Effective Date and January 1 of the calendar year following the calendar year in which the Termination Date occurred, and (C) all payments due after the payment made pursuant to clause (IV)(B) of this sentence shall be made at the time prescribed in Sections 6(c) of this Agreement. All other Bank obligations to Officer pursuant to this Agreement will be automatically terminated and completely extinguished, except as otherwise provided in Section 8 below. Officer shall have no entitlement to any separation pay or termination benefits in connection with any termination described in this Section 6(c) as may be provided under any other Company plan, program or arrangement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Causeterminates without Cause pursuant to Section 3(a)(iv), Disability or deathpursuant to Section 3(a)(v) or the Executive resigns due to Executive’s resignation for Good Reason during the TermReason, then the Executive shall be entitled to the following benefitsthen, subject to complianceExecutive signing on or before the 21st day following the Date of Termination, where applicableand not revoking during any subsequent revocation period contained therein, the Release, and Executive’s continued compliance with the requirements Sections 6 and 7, Executive shall receive, in addition to payments and benefits set forth in Section 4.4 below regarding release of claims, the Company shall:3(c): (a) pay to the Executive in a lump sum (i) any unpaid base an amount equal to one times his Annual Base Salary payable in the form of salary of continuation in regular installments over the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 12-month period following the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary normal payroll practices; (ii) any Net Profit Bonus that Executive would have earned had Executive remained employed through the end of the fiscal year in which the Date of Termination occurs, based on the ExecutiveCompany’s base salary actual net profits for such year and paid as soon as practicable after the determination of the Company’s net profits for such year, but in no event later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs; and (iii) a period of time lump sum cash payment, payable within 90 days after the Date of Termination (and in no event later than March 15 of the calendar year following the calendar year in which the Date of Termination occurs), in an amount equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier sum of (i) if such termination occurs at a time when Executive holds any Company Shares, the end Termination Percentage Amount of the Severance Period or Company Value Increase Amount and (ii) if such termination occurs prior to December 31, 2025, 7.5% of the date Managed Business Value Creation, provided that notwithstanding any provision of Section 2(c) to the Executive’s COBRA continuation coverage expirescontrary, unless in this circumstance, the Applicable Year EBITDA, Excess Cash, Indebtedness and Managed Business Value Creation will all be determined as of the last day of the last calendar quarter ended prior to the Date of Termination and based on the Company’s providing payments for COBRA will violate earnings over the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)twelve month period ending on such calendar quarter end date.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated for a reason other than Cause (and not by reason of Executive’s death or Disability), or Executive resigns from employment with the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to complianceSection 7 of this Agreement, where applicable, with Executive will receive as severance from the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum Company: (i) any unpaid base salary continuing payments of Executive’s Base Salary as in effect on the date of Executive’s termination, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive payable in accordance with the Company’s ordinary standard payroll practices, the Executive’s base salary procedures for a period of time after twelve (12) months (or, if such termination occurs within the Date Change in Control Period, for a period of Termination equal to 12 months eighteen (18) months) (the “Severance Period”); (ii) the immediate vesting of each of Executive’s then-outstanding Equity Awards as to 50% of the then unvested number of shares subject to each such Equity Award (or, with payments beginning if such termination occurs within the Change in Control Period, the immediate vesting of each of Executive’s then-outstanding Equity Awards as to 100% of the then unvested number of shares subject to each such Equity Award); provided, however, that any Equity Award that, at any time such Equity Award was outstanding, was subject to performance-based vesting, will instead be treated as provided in 4.4 the award agreement related to such Equity Award; (iii) subject to Section 6(b) below; (c) if , the Company will either, at the Company’s election, reimburse Executive for the payments Executive makes, or pay directly to the insurance provider the premiums, for medical, vision and while the dental coverage for Executive and his or her family qualifies for and elects to participate in continuation health coverage Executive’s eligible dependents under Section 4980B Title X of the Code Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or comparable state law (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of during the Severance Period or (ii) the date the Executive’s until Executive has secured other employment that provides group health insurance coverage, whichever occurs first, provided Executive timely elects COBRA coverage, remains eligible for COBRA continuation coverage expiresand, unless the Company’s providing payments with respect to reimbursements, pays for COBRA will violate coverage; (iv) payment of a lump sum equal to (A) if Executive’s termination occurs outside of the nondiscrimination requirements Change in Control Period, a prorated portion of applicable lawthe Bonus Average (as defined below), with the proration based on the number of completed calendar months in such year for which Executive was employed by the Company as of the termination date, or (B) if Executive’s termination occurs within the Change in Control Period, 150% of Executive’s target Bonus amount for the year in which case this benefit Executive’s termination occurs; (v) if Bonuses for the calendar year preceding the year in which the termination date occurs have not been paid as of the termination date and have not been determined to be zero for such year, a lump sum Bonus payment equal to the amount that would have been paid to Executive had Executive remained employed through the Bonus payment date, calculated based on actual performance and the terms of the applicable bonus plan (such Bonus payments in (iv) and (v), together, the “Bonus Payments”); and (vi) if Executive’s termination occurs within the Change in Control Period, payment of a lump sum equal to a prorated portion of Executive’s target Bonus amount for the year in which Executive’s termination occurs, with the proration based on the number of completed days in such year for which Executive was employed by the Company as of the termination date. With respect to Equity Awards granted on or after the Start Date, the same vesting acceleration provisions provided in the prior sentence will not apply; and (d) apply to such Equity Awards except to the extent not previously paid provided in the applicable equity award agreement by explicit reference to this Agreement or provided, the Company shall timely pay to a later employment or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefitsproviding for similar vesting acceleration provisions.”).

Termination Without Cause or Resignation for Good Reason. If the (a) The Company may terminate Executive’s employment with the Company is terminated by the Company hereunder at any time without Cause (other than for Cause, Disability or deathby reason of Disability) or the upon thirty (30) days written notice to Executive. Executive resigns may terminate his employment hereunder for Good Reason during the Term, then the Executive shall be entitled upon written notice to the following benefits, subject to compliance, where applicable, Company in accordance with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);definition thereof. (b) continue If Executive’s employment is terminated pursuant to Section 5.1(a), the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except: (i) the Company shall pay to Executive the Accrued Obligations; (ii) the Company shall pay to Executive (A) an amount equal to the Executive’s Base Salary (as in effect immediately prior to the date of termination) and (B) $500,000, which amounts shall be payable, subject to Section 5.1(d) and Section 5.5, in equal installments over the twelve (12) month period following the Termination Date in accordance with the Company’s ordinary then-customary payroll practicespractices for executives; (iii) Executive shall be entitled to exercise outstanding options and, if exercisable, other equity-based awards granted by the Company to Executive in accordance with the terms of the applicable incentive plan and award agreements; and (iv) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the ExecutiveCompany shall provide for continued participation in the Company’s base salary group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive for a period of time after twelve (12) months at the Date of Termination equal to 12 months (the “Severance Period”)Company’s expense, with payments beginning as provided in 4.4 below;that Executive is eligible and remains eligible for COBRA coverage. (c) if Notwithstanding the provisions of Section 5.1(b)(ii), in the event a termination covered by Section 5.1(a) occurs (A) during the six (6) month period prior to a Change in Control that is initiated by the Company in contemplation of the Change in Control, then the provisions of Section 5.1(b)(ii) shall apply, except that upon the occurrence of a Change in Control within six (6) months following the Termination Date, the Company shall, subject to Section 5.1(d) and while Section 5.5, pay to Executive the Executive balance of the unpaid amounts due pursuant to Section 5.1(b)(ii); plus (x) an amount equal to the difference between the amount equal to eighteen (18) months of Executive’s Base Salary as in effect immediately prior to the date of termination and his the amount equal to the Executive’s Base Salary (as in effect immediately prior to the date of termination) and (y) $250,000, which amounts shall be paid in a single lump sum on or her family qualifies for within 60 days following the date of the Change in Control; or (B) on the date of a Change in Control or during the six (6) month period following a Change in Control, the amounts payable pursuant to Section 5.1(b)(ii) (of which the amount payable pursuant to clause (A) thereof shall be increased to be an amount equal to eighteen (18) months of Executive’s Base Salary as in effect immediately prior to the date of termination and elects the amount payable pursuant to participate clause (B) thereof shall be increased to be $750,000) shall all be paid in a single lump sum on or within sixty (60) days following the Termination Date; and in each case, (whether subsection (A) or (B) above applies) the length of Executive’s continuation health coverage under COBRA pursuant to Section 4980B 5.1(b)(iv) shall be extended to last for a period of eighteen (18) months rather than twelve (12) months. If the sixty (60) day period referred to in the preceding sentence begins in one calendar year and ends in another, the lump sum payment shall, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “COBRACode”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following in such second calendar year (and for sake of clarity not later than sixty (60) days after the Executive’s termination of employment under any planemployment). (d) With the exceptions of the Accrued Obligations, programthe Company’s payment of the amounts set forth in Section 5.1(b)(ii) or Section 5.1(c)(i), policyif applicable (the “Severance Payments”), practiceand the benefits provided in Section 5.1(b)(iv), contract or agreement Section 5.1(c), if applicable, shall be contingent upon Executive executing the Release described in Section 7.12 below, which must be executed by Executive and become non-revocable by Executive within sixty (60) days after the Termination Date. Subject to Section 5.5 hereof, the payments pursuant to Section 5.1(b)(ii) shall commence on the first regular payroll date of the Company that occurs after the date that is sixty (collectively60) days after the Termination Date, and the first such payment shall include the cumulative amount of payments that would have been paid to Executive during the period of time between the Termination Date and the commencement date had such payments commenced immediately following the Termination Date. With the exception of the Accrued Obligations, the “Other Benefits”)Company shall have no obligation to provide the Severance Payments in the event that Executive breaches the provisions of ARTICLE 6 of this Agreement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the if Executive resigns for with Good Reason during the TermReason, then the Executive shall will be entitled to receive the following benefitspayments and benefits (“Severance Benefits”), subject provided that Employee shall not be entitled to compliance, where applicable, with receive any of the requirements in Section 4.4 below regarding Severance Benefits unless he executes and does not revoke a full release of claimsclaims against Company, in form and substance reasonably acceptable to Company, within forty-five (45) days following the Company shalleffective date of the termination of his employment: (aA) pay a gross amount equal to the Executive in a lump sum (i) any unpaid base salary 1.99 years of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary at the rate in effect at the date of termination, less applicable withholdings and deductions; (B) a gross amount equal to any quarterly bonus target applicable to Executive during the quarter in which his employment is terminated and, if Executive is terminated following the end of a completed quarter but prior to the determination of any bonus for that quarter, a bonus in a gross amount equal to the target bonus applicable to that quarter; (C) accelerated vesting of all outstanding but unvested stock options, which will remain exercisable for a period of time no less than three (3) months after termination (unless subject to a Company imposed black out period, which will extend the Date of Termination equal to 12 months (the “Severance Period”exercise period), with payments beginning subject to the maximum original term of such options, and the lapse of all restrictions on stock based awards (such as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”restricted stock awards), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (dD) for a period of up to twelve (12) months or, if shorter, until such time as Executive becomes eligible for health benefits provided by a subsequent employer, Company will (i) either directly pay Executive’s monthly premiums for continuation of health coverage pursuant to COBRA (including medical, dental and vision benefits, if Executive is covered under such benefits at the extent not previously paid or provided, time of the Company shall timely pay termination of his employment) or provide to Executive a monthly payment in an amount equivalent to Executive’s monthly premiums for such COBRA coverage and (ii) provide monthly premium payments or an amount equivalent to the then-existing monthly premiums on Executive’s term life insurance. One-half of the severance payments described in (A) and (B) above will be paid to Executive any other amounts or benefits required within forty-five (45) days following the effective date of the termination of Executive’s employment, with the remainder to be paid or provided or which on the Executive is eligible to receive following next business day after the Executive’s six-month anniversary of the employment termination date, provided, however, that if at the time of termination of employment under any plan, program, policy, practice, contract or agreement Executive is a “specified employee” pursuant to Section 409A(a)(2)(B)(i) of the Company (collectivelyInternal Revenue Code, no payment will be made earlier than the “Other Benefits”)six-month anniversary of the termination date, and the full amount of the payment will be made on the next business day after the six-month anniversary of the termination date.

Termination Without Cause or Resignation for Good Reason. If (a) The Company may terminate Executive's employment at any time without Cause (as defined in Section 3.8) from the position in which Executive is employed hereunder upon not less than thirty (30) days’ prior written notice to Executive’s . The Company shall have the discretion to terminate Executive's employment with during the Company is terminated notice period and pay continued Base Salary in lieu of notice. In addition, Executive may initiate a termination of employment under this Section 3.1 by the Company (other than for Cause, Disability or death) or the Executive resigns resigning for Good Reason during (in accordance with the Termnotice provision set forth in Section 3.6). (b) Upon termination under this Section 3.1, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:receive (a) pay to the Executive in a lump sum (i) any Executive's accrued but unpaid base salary Base Salary through the date of termination (payable on the Company's first payroll date after Executive's date of termination or earlier if required by applicable law), (ii) any accrued but unused unreimbursed business expenses incurred by Executive and unpaid vacation pay payable in accordance Sections 2.6 and 20 of the Executivethis Agreement, and (iii) benefits earned, accrued and due under any earned qualified retirement plan or health and unpaid bonuses welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination plan (collectively, the “Accrued Obligations”amounts in this Section 3.1(b) are "Guaranteed Payments");. (bc) continue If Executive's employment terminates as described in Section 3.1(a) above and if, upon such termination, Executive (i) executes within twenty-one (21) days (or forty-five (45) days to provide the extent required by applicable law) after presentation to the Executive of, that she does not revoke, a written general release in accordance a form provided by the Company releasing the Company from any and all claims (including with respect to all matters arising out of or related to Executive's employment by the Company or the termination thereof) (the "Release”), and (ii) complies with the terms and conditions of the Release, including, without limitation, the terms and conditions of Sections 5, 6, 7, 8, and 9 (which shall be incorporated in the Release by reference) below, Executive will be entitled to receive the benefits described below as follows (collectively, the "Severance"): (i) Executive shall receive cash severance in an amount equal to (A) twelve (12) months of Executive's then-current Base Salary (the "Base Salary Severance") plus (B) Executive's Performance Bonus at Target for the fiscal year in which Executive's employment is terminated prorated based on the number of days Executive is employed during such fiscal year (the “Bonus Severance”). The Base Salary Severance amount, less all required withholdings and authorized deductions, shall be paid in substantially equal installments consistent with the Company’s ordinary 's regularly scheduled payroll practicesuntil the Base Salary Severance has been paid in full, subject to Section 3.1(d) below. The Bonus Severance amount, less all required withholdings and authorized deductions, shall be paid in a lump sum, subject to Section 3.1(d) below. (ii) Provided that Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Executive’s base salary Company shall, for a period of time after twelve (12) months following Executive's termination date determination (the Date of Termination "COBRA Period"), pay the premiums for COBRA healthcare continuation coverage for Executive, and, where applicable, her spouse and eligible dependents, less an amount equal to 12 months the required monthly employee payment for such coverage calculated as if Executive had continued to be an employee of the Company throughout such period (the “Severance "COBRA Payment"). Notwithstanding the foregoing, payments specified under this Section 3.1(c)(ii) shall cease if the Company's statutory obligation to provide such COBRA healthcare continuation coverage terminates for any reason before the expiration of the COBRA Period”), with payments beginning as provided in 4.4 below;including but not limited to Executive's failure to timely elect continuation coverage under COBRA. (ciii) Acceleration of all vesting of any of Executive’s time-based only equity awards that remain unvested as of the termination date and, solely with respect to acceleration of vesting of any performance-based equity award, as determined in the discretion of the Compensation Committee. (d) The benefits described in subsections (i) and (ii) above (except with respect to the Bonus Severance) shall begin within thirty (30) days after expiration of the revocation period of the Release, provided Executive has timely executed and not revoked the Release; and provided that notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive's execution of the Release, directly or indirectly, result in Executive's designating the calendar year of payment, and if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage a payment that is "nonqualified deferred compensation" as defined under Section 4980B 409A of the Code (“COBRA”), the Company will continue "Section 409A") is subject to pay the share execution of the premium for such coverage that it pays for active and similarly-situated employees who receive Release could be made in more than one taxable year of Executive, payment shall be made on the same type of coverage until earliest date permitted under the earlier of (i) the end terms of the Severance Period or (ii) Release in the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; andlater such taxable year. (de) Executive agrees and acknowledges that the Severance provided to the extent Executive pursuant to Section 3.l(c) is in lieu of, and is not previously paid or providedin addition to, the Company shall timely pay or provide any benefits to the which Executive any other amounts or benefits required to may otherwise be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment entitled under any Company severance plan, program, policy, practiceor program, contract other than the Guaranteed Payments. (f) Executive agrees and acknowledges that if Executive fails to comply with Section 5, 6, 7, or agreement of 8 below, all payments under Section 3.l(c) shall immediately cease and Executive shall be required to repay immediately any cash Severance previously paid by the Company (collectively, the “Other Benefits”)thereunder.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall not be in the discretion of the Board of Directors and shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the ▇▇▇▇▇▇ Materials Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount without duplication of any unpaid compensation previously deferred by amounts described in Section 4(b)(i)(A), the Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Amount. Such Annual Base Salary shall be paid at the times contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under this Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $15,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with the Company hereunder is terminated due to the termination of the Executive's employment by the Company (other than for Cause, Disability or deathWithout Cause pursuant to Section 5a(5) or due to the Executive resigns Executive's resignation for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject pursuant to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”5a(6), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive (i) all base salary pursuant to Section 3a hereof and any other amounts or benefits required vacation pay pursuant to Section 3e hereof, in each case which has been earned but which remains unpaid as of the Date of Termination, such payments to be paid or provided or made at such times as will be in accordance with the Company's normal payroll practices; (ii) any benefits to which the Executive may be entitled under any medical, dental or disability plan or program pursuant to Section 3c hereof in which he is eligible a participant in accordance with the terms of such plan or program up to receive following and including the Date of Termination; and (iii) (a) if the Company terminates the Executive’s termination 's employment Without Cause pursuant to Section 5a(5) or due to the Executive's resignation for Good Reason pursuant to Section 5a(6) at any time during the period from February 1, 1999 through and including January 31, 2000, then the Company shall continue the Executive's base salary at the rate set forth in paragraph 3a hereof until January 31, 2001, or (b) if the Company terminates the Executive's employment Without Cause pursuant to Section 5a(5) or due to the Executive's resignation for Good Reason pursuant to Section 5a(6) at any time after January 31, 2000 but before January 31, 2001, then the Company shall continue the Executive's base salary at the annual rate of employment under any plan$617,000 until January 31, program2001 and, policyin addition, practicethe Company shall make a payment within twenty (20) days after the Date of Termination in an amount equal to the product of (x) the salary rate of $1,731 per day (y) the number of completed weekdays from and including February 1, contract or agreement 2000 up to and including the Date of Termination. As an alternative to the salary continuation payments described in Section 6c(iii) immediately above, the Company shall, at the election of the Company Executive, make within twenty (collectively20) days after the Termination Date, a single lump sum payment equal to the “Other Benefits”)sum of all salary continuation payments payable under Section 6c(iii) as of the Date of Termination. An example of how the amounts payable under Section 6c(iii) will be computed is included in Exhibit A to this Agreement. The Company's obligation to make the payment pursuant to Section 6c(iii) shall be conditioned upon the Company's prior receipt and the effective date of an executed general release of claims and covenant not to sue.

Termination Without Cause or Resignation for Good Reason. (a) If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during Reason, in either case, prior to a Change in Control or more than twelve (12) months following a Change in Control, then the TermCompany shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for Executive to provide reasonable transition assistance (the “Release”) that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits: (i) The Company shall pay Executive an amount equal to one (1) times the sum of the Executive’s then current Base Salary (without regard to any reduction in Base Salary that would otherwise constitute Good Reason), the pro-rated amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (ii) If Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse COBRA premiums for the first twelve (12) months of COBRA coverage; provided, however, that if Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of another employer, Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to complianceapplicable tax withholding. This payment may be, where applicablebut need not be, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) used by Executive to pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);COBRA premiums. (b) continue to provide If Executive’s employment with the Company is terminated without Cause or Executive resigns for Good Reason, in either case, upon or on or before the twelve-month anniversary of a Change in Control (but not before a Change in Control), then the Company shall pay Executive any earned but unpaid Base Salary accrued through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed Release that is non-revocable prior to the Release Date, and if Executive allows such Release to become effective in accordance with its terms, then the Company’s ordinary payroll practices, Executive shall receive the following benefits: (i) The Company shall pay Executive an amount equal to two (2) times the sum of the Executive’s base salary for a period of time after the Date of Termination equal then current Base Salary (without regard to 12 months (the “Severance Period”any reduction in Base Salary that would otherwise constitute Good Reason), the full amount of Executive’s annual target bonus (as determined under Section 2.2 above, prior to any reduction in such annual target bonus opportunity that otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, and any unpaid annual bonus amount with payments beginning as provided respect to the fiscal year ended prior to the termination of Executive’s employment. Said amount shall be paid to Executive in 4.4 below;a single lump sum on the next normal payroll cycle following the date that is ten (10) days following the Release Date and will be subject to required withholding; and (cii) if and while the If Executive and his or her family qualifies is eligible for and timely elects to participate in COBRA continuation health coverage under Section 4980B of the Code (“COBRA”)coverage, the Company will continue reimburse COBRA premiums for the first eighteen (18) months of COBRA coverage; provided, however, that if Executive ceases to pay be eligible for COBRA or becomes eligible to enroll in the share group health insurance plan of another employer, Executive will immediately notify the premium for such coverage that it pays for active Company and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for obligation to provide the COBRA will violate premium benefits shall immediately cease. Further, notwithstanding the nondiscrimination requirements of applicable lawforegoing, if at any time the Company determines, in which case this benefit will its sole discretion, that it cannot apply; and provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (d) to including, without limitation, Section 2716 of the extent not previously paid or providedPublic Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company shall timely will pay or provide Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. This payment may be, but need not be, used by Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)pay for COBRA premiums.

Termination Without Cause or Resignation for Good Reason. If (i) If, prior to July 1, 2010, the ExecutiveEmployee’s employment with the Company hereunder is either terminated by the Company (other than for CauseWithout Cause pursuant to Section 5(a)(v), Disability or death) or due to the Executive resigns Employee’s resignation for Good Reason pursuant to Section 5(a)(vi), then: (1) The Company shall continue to pay the Employee her full Base Salary in accordance with normal payroll practices and without interest through September 30, 2010 at the rate in effect at the time notice of the termination of the Employee’s employment is given in accordance with Section 5(a)(v) or Section 5(a)(vi) hereof, as the case may be, with each payment due during the Term, then the Executive such period hereby designated a “separate payment” for purposes of Section 409A; and (2) The Employee shall be entitled to participate in all employee benefit plans and programs to the following benefitsextent applicable to other senior executives of the Company (provided that the Employee’s continued participation is permissible under the general terms and provisions of such plans and programs) through September 30, subject to compliance, where applicable, with 2010. In the requirements event that the Employee’s participation in Section 4.4 below regarding release of claimsany such plan or program is not permitted, the Employee shall be entitled to receive an amount equal to the annual contributions, payments, credits or allocations made by the Company shallto the Employee’s account or on the Employee’s behalf under such plans and programs. (ii) If, on or after July 1, 2010, the Employee’s employment hereunder is either terminated by the Company Without Cause pursuant to Section 5(a)(v), or due to the Employee’s resignation for Good Reason pursuant to Section 5(a)(vi), then: (a1) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) The Company shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of Employee her full Base Salary in accordance with normal payroll practices through the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until date which is the earlier of (i) 90 days after the end date of the Severance Period termination or (ii) December 31, 2010, at the date rate in effect at the Executivetime notice of the termination of the Employee’s COBRA continuation coverage expiresemployment is given in accordance with Section 5(a)(v), unless with each payment due during such period hereby designated a “separate payment” for purposes of Section 409A and no payment shall be made after the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applyTermination Date; and (d2) The Employee shall be entitled to participate in all employee benefit plans and programs to the extent not previously paid or provided, the Company shall timely pay or provide applicable to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement senior executives of the Company (collectivelyprovided that the Employee’s continued participation is permissible under the general terms and provisions of such plans and programs) through the date which is the earlier of (i) 90 days after the date of termination or (ii) December 31, 2010. In the event that the Employee’s participation in any such plan or program is not permitted, the “Other Benefits”)Employee shall be entitled to receive an amount equal to the annual contributions, payments, credits or allocations made by the Company to the Employee’s account or on the Employee’s behalf under such plans and programs.

Termination Without Cause or Resignation for Good Reason. (1) If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or deathshall terminate without Cause pursuant to Section 4(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements Section 4(a)(v) (and such termination constitutes a "separation from service" as defined in Section 4.4 below regarding release of claimsTreasury Regulation 1.409A-1(h) ("Separation")), the Company shall: (i) Continue to pay, in separate and distinct equal installment payments in accordance with normal payroll practices at the time of the Separation, the Executive's Annual Base Salary for the period beginning on the date of Separation and ending on the earliest to occur of (a) pay to the twelve month anniversary of the date of Separation, (b) the first date the Executive violates any covenant contained in a lump sum Section 6, (c) the fifth (5th) day following the date of Separation in the event the Company has not received by that date the Executive's executed general waiver and release of claims in the Company's customary form and voluntary waiver of any review period, or (d) the first date of the Executive's revocation of the general waiver and release; and (ii) Continue coverage (at the Company's expense), for the period set forth in clause (i) above, for the Executive and any unpaid base salary dependents under the Company group health benefit plan in which the Executive and any dependents were entitled to participate immediately prior to the date of the ExecutiveSeparation, (ii) any accrued but unused and unpaid vacation pay of the Executive, excluding Exec-U-Care or similar supplemental coverage policies for senior executives; and (iii) Pay you a pro-rated performance compensation payment for the year of Separation, which except for the pro-ration shall be pursuant to the terms and conditions set forth in the Performance Compensation Plan and shall be paid in the calendar year following the calendar year in which the Separation occurs at such time as such payments are paid to other executive officers who participate therein. (2) This Section 5(c)(2) shall apply only to the extent that any earned and unpaid bonuses payment under this Agreement constitutes "nonqualified deferred compensation" for purposes of Section 409A of the ExecutiveInternal Revenue Code of 1986, as amended (the "Code") and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided not to payments that this clause (iv) shall not cause accelerated payment of amounts subject to are exempt from Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”due to, for example, application of the short term deferral rule or separation pay exceptions). To the extent any such payment of any amount constitutes "nonqualified deferred compensation" and the Executive is deemed on the date of termination to be a "specified employee" within the meaning of Code Section 409A(a)(2)(B), the Company will continue any amounts to pay the share of the premium for such coverage which Executive is entitled under this Section 5 that it pays for active constitute "non-qualified deferred compensation" under Code Section 409A and similarly-situated employees who receive the same type of coverage until would otherwise be payable prior to the earlier of (i) the end 6-month anniversary of the Severance Period or Executive's Separation and (ii) the date of the Executive’s COBRA continuation coverage expires, unless 's death (the Company’s providing payments for COBRA will violate "Delay Period") shall instead be paid in a lump sum immediately upon (and not before) the nondiscrimination requirements expiration of applicable law, in which case this benefit will not apply; and (d) the Delay Period to the extent not previously paid or provided, such delay is required under Section 409A of the Company Code. Any lump sum payment of delayed payments under this Section 5(c)(2) shall timely pay or provide to the Executive any other amounts or benefits required to be paid or with interest to reflect the period of delay, with such interest to accrue at the prime rate in effect at Citibank, N.A. at the time of the Separation. Any remaining payments due under the Agreement shall be paid as otherwise provided or which herein. The determination of whether the Executive is eligible to receive following the Executive’s termination a "specified employee" for purposes of employment under any plan, program, policy, practice, contract or agreement Code Section 409A(a)(2)(B)(i) as of the time of Separation shall made by the Company in accordance with the terms of Code Section 409A and applicable guidance thereunder (collectively, the “Other Benefits”including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during Reason, then, subject to Section 7, Executive (or Executive's heirs or estate in the Term, then the event of Executive's death after Executive shall be has become entitled to the following payments and benefits, subject to compliance, where applicable, with ) will receive from the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum Company: (i) any unpaid base salary continued payment of Executive's then Base Salary for a period of 12 months (the "Continuance Period") payable in accordance with Majesco's regular payroll practices (except that the aggregate amount of the 12 months of Base Salary shall instead be entirely made in a single cash lump sum payment upon Executive's termination of employment if such employment is terminated within a period three months prior to a Change in Control and 12 months after a Change in Control), (ii) any accrued but unused and unpaid vacation pay of a cash lump sum payment, paid at the Executivetime the Annual Bonus is generally paid, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), but in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time no event later than 90 days after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Company's fiscal year), equal to the then Target Bonus percentage multiplied by Executive's then Base Salary; (iii) for any such termination occurring within 90 days after an Annual Period, but prior to the payment of any Annual Bonus for such Annual Period, an Annual Bonus with respect to such preceding Annual Period (payable within 90 days following the end of such Annual Period), provided that Executive would have otherwise received an Annual Bonus if he had remained employed as of the date of the payment of such Annual Bonus for such Annual Period; or for any such termination occurring after October 31, 2004 and before February 1, 2005, but prior to the payment of any Interim Bonus, an Interim Bonus (payable no later than January 31, 2005), provided that Executive would have otherwise received an Interim Bonus if he had remained employed as of the date of the payment of such Interim Bonus; (iv) a cash lump sum payment of the Change in Control Bonus, if such termination occurs within three months prior to a Change in Control or if earned at the time of termination, but not otherwise paid pursuant to Section 3(e); (v) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive's eligible dependents under the Company's Benefit Plans for the Continuance Period or (ii) the date the Executive’s COBRA continuation coverage expiresas otherwise provided under Section 4, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawor, in which case this benefit will not apply; and (d) to the extent not previously paid or providedif earlier, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the until Executive is eligible for similar benefits from another employer (excluding Executive's continuation of his Section 4 arrangements with another employer) (provided Executive validly elects to receive following continue coverage under applicable law), and (vi) immediate vesting and exercisability of Executive's unvested stock options (or other unvested compensatory equity awards) as follows: Executive's stock options (or other unvested compensatory equity awards) shall vest as if Executive remained in the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement employ of the Company for 18 months following such termination of employment; provided, however, that if such termination occurs during the period commencing three months prior to a Change in Control and ending on the date that is 12 months after a Change in Control, Executive's stock options (collectively, the “Other Benefits”)or other unvested compensatory equity) shall all be immediately and fully vested and exercisable.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment other than in conformity with Sections 5(A), 5(B) or 5(C) above, or if Executive terminates his employment for Good Reason, the Company is terminated by shall pay Executive the Accrued Amounts (and the unvested Option shall continue in full force and effect under its terms) and, additionally, subject to (x) Executive’s immediate return to the Company of all Company property, and (y) Executive’s execution and non-revocation of a waiver and release of claims agreement in a form reasonably satisfactory to the Company (other than for Cause, Disability or deatha “Release”) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, in accordance with the requirements in Section 4.4 below regarding release of claims18(C), the Company shallshall pay as a lump sum the prorated (based on the number of days Executive was employed during the calendar year) Bonus that would have been paid for the year of termination and any bonus for the year preceding termination, to the extent unpaid (with such Bonus being measured and payable as set forth in Section 4(C) above), and in addition: (ai) during the one (1) year period immediately following the termination of Executive’s employment (the “Severance Period”) pay to Executive an amount (the Executive “Severance Payment”) equal to, in the aggregate, one (1) year (two (2) years, in the event of a lump sum (iChange in Control Termination) any unpaid base of Executive’s annual salary of for the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by year in which such amounts were or are deferred)termination occurs, which Severance Payment shall be payable in each case of clauses (i) through (iv) through equal installments during the Date of Termination (collectivelySeverance Period, at the “Accrued Obligations”); (b) continue to provide to same time and in the same manner as Executive’s salary would have been paid had Executive remained in active employment during the Severance Period, in accordance with the Company’s ordinary standard payroll practicespractices as in effect on the date of such termination; provided that in the event of a Change in Control Termination (1) if such terminations occurs after the date of the Change in Control, the Severance Payment shall be paid in lump sum and (2) if such termination is prior to the Change in Control, half of the Severance Payment shall be paid in lump sum and the remainder shall be paid over the Severance Period. (ii) Solely in connection with a Change in Control Termination, with respect to the Option and any other outstanding equity awards time vesting (but not performance vesting, if any) shall accelerate and become vested and exercisable as to 100% of the then-unvested shares subject to the Option and other equity awards effective on the date that the Release becomes irrevocable and Executive shall have 360 days to exercise the Option (or, if earlier, until the expiration of the original term of the Option). (iii) During the Severance Period and for an additional one (1) year, in case of Change in Control Termination, subject to Executive’s base salary for a period timely election of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health continued coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), provide access to continued coverage under the Company will continue Company’s medical plan for Executive, and his eligible dependents (the “COBRA Severance Benefits”); provided that Executive shall pay to pay the share Company, on an after-tax basis, a monthly amount equal to the full premium cost of the premium COBRA Severance Benefits (determined in accordance with the methodology under COBRA, or such other methodology as required by the Internal Revenue Service under Section 105(h) of the Code) for such coverage that it pays for active and similarly-situated employees who receive the same type month and, within thirty (30) days of coverage until the earlier of (i) the end of each month during which Executive has COBRA coverage during the Severance Period or (ii) the date the Executive’s “COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedBenefit Period”), the Company shall timely pay or provide Executive in cash (less required withholding) a taxable amount equal to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement sum of the excess of (x) the full premium cost of the COBRA Severance Benefits for such month and (y) any premium amount that would have been payable by Executive if Executive had been actively employed by the Company for such month (collectively, the “Other COBRA Premium Benefits”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA Premium Benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, the Patient Protection and Affordable Care Act of 2010, as amended (the “ACA”)), the Company shall in lieu thereof pay Executive taxable cash amounts equal to the COBRA Premium Benefits, which payments shall be made regardless of whether the Executive or Executive’s eligible dependents elect COBRA continuation coverage or pay premiums for continued COBRA coverage (the “Health Care Benefit Payments”) and shall be made solely if permitted under the ACA and related administrative guidance. The Health Care Benefit Payments shall be paid to Executive in installments on the same schedule that the COBRA Premium Benefits would otherwise have been paid to Executive and shall be paid until the expiration of the COBRA Benefit Period. Executive shall be excused from providing services to the Company during the Severance Period. Notwithstanding the foregoing, no portion of the Severance Payment shall be paid nor COBRA Premium Benefits provided pursuant to this Section 6(D) following the date that the Board determines that the Executive first violates any of the restrictive covenants set forth in Section 7 and, upon such violation, Executive shall within 30 days of such violation repay the Company all previously paid Severance Payments and COBRA Premiums (less $100). The Company shall have the right to suspend such payments during the pendency of any proceedings relating to such legal determination provided that any such suspension is founded upon the Board’s good faith belief that any of the provisions identified herein have been breached. If legal proceedings determine that Executive committed no such breach, then within five (5) business days following the entry of a final judgment in any such proceeding, the Company shall pay to Executive all such suspended amounts and any amounts repaid to the Company by the Executive pursuant to this paragraph, without interest thereon. With respect to the compensation and benefits due pursuant to this Section 6(D), Executive shall not have any duty to mitigate his income loss by finding alternative employment, nor shall amounts Executive earns from other employment be offset against such compensation and benefits.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated for a reason other than Cause (and not by reason of Executive’s death or Disability), or Executive resigns from employment with the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to complianceSection 7 of this Agreement, where applicable, with Executive will receive as severance from the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum Company: (i) any unpaid base salary continuing payments of Executive’s Base Salary as in effect on the date of Executive’s termination, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive payable in accordance with the Company’s ordinary standard payroll practices, the Executive’s base salary procedures for a period of time after the Date of Termination equal to 12 twelve (12) months (the “Severance Period”); (ii) the immediate vesting of each of Executive’s then-outstanding Equity Awards as to 50% of the then unvested number of shares subject to each such Equity Award (or, with payments beginning if such termination occurs within the Change in Control Period, the immediate vesting of each of Executive’s then-outstanding Equity Awards as to 100% of the then unvested number of shares subject to each such Equity Award); provided, however, that any Equity Award that, at any time such Equity Award was outstanding, was subject to performance-based vesting, will instead be treated as provided in 4.4 the award agreement related to such Equity Award; (iii) subject to Section 6(b) below; (c) if , the Company will either, at the Company’s election, reimburse Executive for the payments Executive makes, or pay directly to the insurance provider the premiums, for medical, vision and while the dental coverage for Executive and his or her family qualifies for and elects to participate in continuation health coverage Executive’s eligible dependents under Section 4980B Title X of the Code Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or comparable state law (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of during the Severance Period or (ii) the date the Executive’s until Executive has secured other employment that provides group health insurance coverage, whichever occurs first provided Executive timely elects COBRA coverage, remains eligible for COBRA continuation coverage expiresand, unless the Company’s providing payments with respect to reimbursements, pays for COBRA will violate coverage; (iv) payment of a lump sum equal to (A) if Executive’s termination occurs outside of the nondiscrimination requirements Change in Control Period, a prorated portion of applicable lawthe Bonus Average (as defined below), with the proration based on the number of completed calendar months in such year for which Executive was employed by the Company as of the termination date, or (B) if Executive’s termination occurs within the Change in Control Period, 100% of Executive’s target Bonus amount for the year in which case this benefit Executive’s termination occurs; and (v) if Bonuses for the calendar year preceding the year in which the termination date occurs have not been paid as of the termination date and have not been determined to be zero for such year, a lump sum Bonus payment equal to the amount that would have been paid to Executive had Executive remained employed through the Bonus payment date, calculated based on actual performance and the terms of the applicable bonus plan (such Bonus payments in (iv) and (v), together, the “Bonus Payments”). With respect to Equity Awards granted on or after the Start Date, the same vesting acceleration provisions provided in the prior sentence will not apply; and (d) apply to such Equity Awards except to the extent not previously paid provided in the applicable equity award agreement by explicit reference to this Agreement or provided, the Company shall timely pay to a later employment or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)providing for similar vesting acceleration provisions.

Termination Without Cause or Resignation for Good Reason. If the Executive’s your employment with the Company ▇.▇▇▇▇ is terminated by the Company (other than for Cause, Disability ▇.▇▇▇▇ without Cause or death) or the Executive resigns by you for Good Reason during (as such terms are defined in Annex A attached hereto), then, in connection with the Termcessation of or separation from employment with J.▇▇▇▇, then if you (i) execute a general release of claims in favor of the Executive J.▇▇▇▇ Companies and their respective affiliates and representatives, in a form to be provided by J.▇▇▇▇ upon such termination, that, by its terms, becomes irrevocable no later than the sixtieth (60th) day after the termination of your employment with J.▇▇▇▇, and (ii) agree to comply with the terms and conditions of the Restrictive Covenant Agreement, you shall be entitled to the following benefitsbenefits ("Severance Benefits"): (i) all compensation earned and all benefits and reimbursements due through the effective date of termination (including, subject for the sake of clarity, any unpaid Annual Bonus earned but not yet paid for the fiscal year preceding the fiscal year in which your employment with J.▇▇▇▇ was terminated); and (ii) payment of an amount equal to complianceI .Ox your then-current Base Salary, where applicablepayable in substantial equal bi-weekly installments on regularly scheduled payroll dates for the twelve (12) month period that begins on the first regular payroll date that is sixty (60) days after your termination of employment; provided, with the requirements in Section 4.4 below regarding release of claimsthat, the Company shall: (a) pay to the Executive in such first payment shall be a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) payment equal to the amount of any unpaid compensation previously deferred all payments due from the date of such termination through the date of such first payment but for the release condition described above. During the 12-month period immediately after the effective date of your termination of employment, or, if earlier, until coverage is obtained by the Executive you from another employer (together with any accrued interest or earnings thereon) (provided that this clause (iv) which coverage you shall not cause accelerated payment of amounts subject promptly disclose to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferredJ.▇▇▇▇), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or permitted by applicable law and subject to the same conditions to receiving cash severance described above, you shall also receive a continuation of the medical and dental coverage to which you are otherwise entitled to pursuant to the terms of this Offer Letter immediately prior to such termination (including dependent coverage), at the same premium cost to you as determined immediately prior to such termination; provided, that, any right you have to COBRA under the Company group health plan of J.▇▇▇▇ in which you participated during your employment with J.▇▇▇▇ will run concurrently with the continuation of coverage provided herein; provided, further, that any J.▇▇▇▇-paid premiums shall timely pay be reported as taxable income to you. Your rights under any employee benefit plan or provide program of the J.▇▇▇▇ Companies shall be governed by the terms of such plan or program: provided, however, that you acknowledge and agree that you shall have no rights under any J.▇▇▇▇ ▇▇▇▇▇▇▇▇▇ plan or policy. For the avoidance of doubt, if the release fails to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive become irrevocable within sixty (60) days following the Executive’s your termination of employment you shall forfeit any right to any compensation and severance under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).this paragraph. •

Termination Without Cause or Resignation for Good Reason. If (i) Prior to January 1, 2015. In addition to the payments and benefits provided in Section 9(a) and subject to the provisions of Section 9(f), if the Executive’s employment with the Company is terminated (x) by the Company without Cause or (other than for Cause, Disability or deathy) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred)Good Reason, in each either case prior to January 1, 2015 and prior to the occurrence of clauses a Change in Control: (i) through (iv) through 1)the Company shall pay the Executive an amount equal to 12 months’ Base Salary, which shall be payable in the form of salary continuation and which shall commence within 60 days following the Executive’s Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice; provided, that if the Release Execution Period (as defined below) begins in one calendar year and ends in another calendar year, payments shall not begin until the beginning of the second calendar year, (2)the Executive shall be entitled, if applicable, to a pro-rated bonus for the year of termination (other than 2013) (calculated at the end of the fiscal year and then pro-rated through the Date of Termination), provided that the applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Company, and any such payments shall be made when otherwise due in accordance with the provisions of Section 3 and Section 4 of this Agreement, (3)the Company shall immediately vest fifty percent (50%) of any outstanding unvested Restricted Stock Units, and any such accelerated Restricted Stock Units shall be settled within 30 days after Executive’s base salary “separation from service” as defined for a purposes of Section 409A, (4)the period for determining whether the performance conditions for vesting of time any outstanding unvested Performance Restricted Stock Units have been satisfied shall be extended to the eighteen (18) month anniversary of the Date of Termination, and any Performance Restricted Stock Units which satisfy the performance conditions during such period shall be vested and settled within 30 days after the performance conditions have been satisfied, (5)the employment condition for vesting of any outstanding unvested Performance Options shall be deemed satisfied, and the period for exercise of any Performance Options (to the extent otherwise exercisable) shall not expire until (i) the eighteen (18) month anniversary of the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the if later, such date as the Executive’s COBRA continuation coverage expires, unless Service (as defined in the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (dOmnibus Plan) to the extent not previously paid or provided, with the Company shall timely pay or provide to terminate (but in no event beyond the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement remaining term of the Company (collectivelyoption), the “Other Benefits”).and 9

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “"Accrued Obligations”"); (b) continue to provide to the Executive in accordance with the Company’s 's ordinary payroll practices, the Executive’s 's base salary for a period of time after the Date of Termination equal to 12 months (the “"Severance Period”"), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“"COBRA”"), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s 's COBRA continuation coverage expires, unless the Company’s 's providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “"Other Benefits”").

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during Reason, then, subject to Section 7, Executive (or Executive's heirs or estate in the Term, then the event of Executive's death after Executive shall be has become entitled to the following payments and benefits, subject to compliance, where applicable, with ) will receive from the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum Company: (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated continued payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary 's then Base Salary for a period of time after the Date of Termination equal to 12 months (the “Severance "Continuance Period”)") payable in accordance with Ma jesco's regular payroll practices (ii) for any such termination occurring within 90 days after an Annual Period, with payments beginning as provided in 4.4 below; (c) if and while but prior to the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B payment of the Code (“COBRA”), the Company will continue to pay the share of the premium any Annual Bonus for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of Annual Period, an Annual Bonus with respect to such preceding Annual Period (i) payable within 90 days following the end of the Severance Period or (ii) such Annual Period), provided that Executive would have otherwise received an Annual Bonus if he had remained employed as of the date of the payment of such Annual Bonus for such Annual Period; (iii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive’s COBRA continuation coverage expires, unless 's eligible dependents under the Company’s providing payments 's Group Health benefit plans under COBRA for COBRA will violate the nondiscrimination requirements a period of applicable laweighteen months, in which case this benefit will not apply; and (d) to the extent not previously paid or providedor, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to receive following the Executive’s continue coverage under applicable law), (iv) Executive will be paid any accrued but unpaid salary, accrued but unused vacation, expense reimbursements and other benefits due to Executive through his termination of employment date under any planCompany-provided or paid plans, programpolicies, policyand arrangements in accordance with and subject to the terms of such plans, practice, contract or agreement of the Company (collectively, the “Other Benefits”)policies and arrangements.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated at any time by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the subject to Section 6.6 hereof, Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallto: (a) pay to the Executive in a lump sum within ten (i10) any unpaid base salary business days following such termination, payment of the Executive, (ii) any ’s accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the ExecutiveBase Salary, and (iv) the amount reimbursement of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to expenses under Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), 7 hereof in each case of clauses (i) through (iv) accrued through the Date date of Termination (collectively, the “Accrued Obligations”)termination; (b) continue provided that the Company actually achieves performance goals for the applicable performance period necessary for participants in the PBP to provide receive cash bonuses pursuant to the PBP with respect to such performance period and that such cash bonuses are actually paid (and deeming any individual performance criteria to have been achieved at target), a pro-rata portion of Executive’s bonus under the PBP for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of such bonus, which would be due for the full fiscal year based on actual performance by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable on the date that bonuses under the PBP with respect to such fiscal year are payable to other senior executives of the Company in the fiscal year following the fiscal year to which the bonus relates; (c) subject to Section 12.7(b) hereof, payment in equal installments, in accordance with the Company’s ordinary normal payroll practices, practices as in effect on the date of termination of Executive’s base salary for a employment, over the two (2) year period following Executive’s termination of time after the Date of Termination equal to 12 months employment (the “Severance Period”), with payments beginning of an aggregate amount equal to two times the sum of (i) the Base Salary as of the date of termination and disregarding any reduction in such Base Salary constituting Good Reason, and (ii) the Target Bonus; provided in 4.4 belowthat the first payment shall be made on the next regularly scheduled payroll date following the sixtieth (60th) day after Executive’s “separation from service” and shall include payment of any amounts that would otherwise be due prior thereto; (cd) if subject to Section 12.7(b) hereof, continuation of health and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of life insurance coverage until the earlier of (i) the end expiration of the Severance Period Period, or (ii) the date Executive becomes eligible to receive comparable health and life insurance coverage from a subsequent employer; (e) with respect to each equity or equity-based award held by Executive on the date of termination that is (1) subject to performance-based vesting criteria (X) which has been achieved as of such date, each such award shall be fully vested and payable and (Y) which has not been achieved as of such date, a pro rata portion of each such award (determined by multiplying the total number of shares of Common Stock subject to each such award by a fraction, the numerator of which is the number of days during the performance period that Executive is employed with the Company and the denominator of which is the total number of days in the performance period) shall remain outstanding and eligible to vest following termination of employment subject only to the achievement of the applicable performance criteria over the performance period specified for each such award and, to the extent that the applicable performance objectives are not achieved, the applicable portion of such award shall be forfeited for no consideration; provided, however, that if Executive breaches his obligations pursuant to Section 8 hereof any unvested award that remains outstanding pursuant to this Section 6.1(e)(1) shall be immediately forfeited without consideration; (2) subject only to time-based vesting criteria, the portion of each such award that would have vested on the next regularly scheduled vesting date if Executive’s COBRA continuation coverage expiresemployment had not terminated shall become immediately vested on the date of termination, unless provided, however, that if Executive’s employment is terminated on or within forty-five (45) days of such next regularly scheduled vesting date, then the Companyportion of each such award that would have vested on the next two regularly-scheduled vesting dates if Executive’s providing payments for COBRA will violate employment had not terminated shall become immediately vested on the nondiscrimination requirements date of applicable lawtermination; and (3) an award of Options and is or becomes vested on the date of termination shall remain exercisable until the earliest of (i) expiration of the ten (10) year term of such Options, in which case this benefit will not apply(ii) the six (6) month anniversary of the date of termination, or (iii) the date Executive breaches his obligations pursuant to Section 8 hereof; and (df) to the extent not previously paid (i) all other accrued or provided, the Company shall timely pay or provide to the Executive any other vested amounts or benefits required due to Executive in accordance with the Company’s benefit plans, programs or policies including without limitation any accrued vacation earned during the year of termination (other than severance) and (ii) any bonus earned under the PBP with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to be paid or provided or which employed by the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Company.

Termination Without Cause or Resignation for Good Reason. If In the Executiveevent that Officer’s employment with the Company hereunder is terminated by the Company other than (1) for death or Disability in accordance with Section 6(a); (2) for Cause in accordance with Section 6(b), or (3) by expiration of the Term, or if Officer resigns Officer’s employment for Good Reason, the Term shall expire and Officer shall be entitled to a “Severance Package” consisting of: (i) continued Base Salary, at the rate as in effect as of the Termination Date, for a period of 24 months, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions, payable in accordance with the provisions of Section 4(a); (ii) payment by the Company of the premiums (employer and employee portion and any administrative charges) required to continue Officer’s (and, if applicable, his covered dependents’) group health care coverage for a period of eighteen months following Officer’s Termination Date, under the applicable provisions of COBRA, provided that Officer elects to continue and only to the extent that Officer remains eligible for and continues these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; (iii) a Prorated Bonus; (iv) accelerated vesting of the Initial Equity Award; and (v) the amounts described in Section 6(f). Officer will only receive the portion of the Severance Package set forth in Section 6(c)(i) and (ii) if Officer: (a) complies with all surviving provisions of this Agreement; (b) executes and does not revoke a Release, and such Release has become effective in accordance with its terms prior to the 60th day following the Termination Date; and (c) agrees not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company Group”); provided, that the Company Group shall agree in such Release to take commercially reasonable steps to ensure that its named executive officers do not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Officer. For purposes of complying with Code Section 409A, to the extent applicable, (I) any such amount due pursuant to Section 6(c)(i) or (ii) of this Agreement shall not be paid until the Release Effective Date, (II) conditioned upon the occurrence of the Release Effective Date, payments pursuant to Section 6(c)(i) or (ii) of this Agreement shall be made (Section 6(c)(i)) or commence (Section 6(c)(ii)) on the sixtieth (60th) day following the Termination Date, or such earlier date that would not violate Code Section 409A as determined by the Company in its sole discretion, (III) the initial payments shall include any payments that are delayed pursuant to clause (I) or (II) of this sentence and that would otherwise have been paid prior to such sixtieth (60th) day, (IV) all payments due after the initial payments shall be made at the time prescribed in Sections 6(c)(i) and (ii) of this Agreement, and (V) notwithstanding the clauses (III) and (IV) of this sentence, to the extent the amounts described in Sections 6(c)(i) and (ii) of this Agreement constitute “non-qualified deferred compensation that is subject to Code Section 409A, (A) to the extent Officer’s termination of employment with the Company occurs on or after November 2 of any calendar year, no amounts shall be paid pursuant to Section 6(c)(i) or (ii) of this Agreement until the calendar year following the year in which the Termination Date occurs, (B) to the extent any payments are delayed pursuant to clause (V)(A) of this sentence, such delayed amounts shall be paid in a lump-sum promptly following the later of the Release Effective Date and January 1 of the calendar year following the calendar year in which the Termination Date occurred, and (C) all payments due after the payment made pursuant to clause (V)(B) of this sentence shall be made at the time prescribed in Sections 6(c)(i) and (ii) of this Agreement. All other Company obligations to Officer will be automatically terminated and completely extinguished, except as otherwise provided in Section 8 below. For the avoidance of doubt, the Company’s failure to renew the Term pursuant to Section 2 shall not be treated as a termination by the Company other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the if Executive resigns terminates his employment for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject Accrued Obligations and to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallbenefits provided below: (ai) The Company shall pay Executive an amount equal to two (2) times the Executive in a lump sum of the following: (i) any unpaid base salary of the Executivehis annual Base Salary, as adjusted pursuant to Section 4, and (ii) any accrued but unused and unpaid vacation pay a Bonus equal to the greater of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (ivA) the amount of any unpaid compensation previously deferred the Bonus Executive would have earned during the fiscal year of termination had this Agreement not been terminated early, which shall not be less than the Target Amount for that fiscal year, and (B) an amount equal to his Base Salary multiplied by the average percentage bonus (calculated as a percentage of their respective maximum bonus targets) of the next three most senior officers of the Company. The amounts set forth in this Section 11.1.1 shall be payable in twelve (12) equal monthly installments starting within thirty (30) days after the Date of Termination, but with all remaining amounts being paid no later than 65 days after the later the end of the calendar year or the Company fiscal year in which the Date of Termination occurs. (ii) The Company shall provide Executive with outplacement services for a period not to exceed one (together with any accrued interest or earnings thereon1) (provided year at an aggregate cost to the Company not to exceed $20,000, the scope of which shall be selected by Executive in his sole discretion and the provider of which shall be selected by Executive from among the providers offered to Executive by the Company; provided, however, that this clause (iv) shall not cause accelerated payment of amounts if the outplacement services would be subject to Code Section 409A 409A, Executive shall pay for such services during the first six (as defined below6) if not provided months following the Date of Termination, with the Company promptly reimbursing Executive within fifteen (15) days after the seven month anniversary of the Date of Termination for under all outplacement service expenses theretofore incurred by Executive, and the terms balance of the payments being made directly by which such amounts were or are deferred), in each case the Company until the first anniversary of clauses the Date of Termination. (iiii) through For the twenty-four (iv) through 24)-month period beginning on the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Coverage Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall pay for and provide Executive and his dependents with the same medical, vision, and dental benefits coverage under the Company’s benefit plans to which Executive would have been entitled had Executive remained continuously employed by the Company during the Coverage Period (except that Executive shall not be obligated to make any contributions he would have had to make had he remained an employee). In the event that Executive is ineligible under the terms of the Company’s benefit plans to continue to pay be so covered, the share Company shall provide Executive with substantially equivalent coverage through other sources. At the end of the premium for Coverage Period, Executive and his dependents shall be entitled to continuation coverage (or its equivalent) under COBRA and under any other applicable law, to the extent required by such coverage laws, as if Executive had terminated employment at the end of the Coverage Period. (iv) Until the expiration of all applicable statutes of limitation, the Company shall provide the Executive with indemnification and directors’ and officers’ liability insurance insuring Executive against insurable events which occur or have occurred while Executive was a director or officer of the Company, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Date of Termination and such indemnification and insurance otherwise to be on terms and conditions that it pays for active are at least as generous as that then provided to any other current or former director or executive officer of the Company, provided, however, that such terms, conditions and similarly-situated employees who receive exceptions shall not be, in the same type aggregate, materially less favorable to Executive than those in effect on the date hereof. (v) Notwithstanding anything to the contrary in any equity plan, award agreement, other similar arrangement, or any other agreement to which the Company is a party, all of coverage Executive’s restricted stock, options, or other equity awards (whether outstanding as of the Effective Date of this Agreement or subsequently issued) will immediately, fully and automatically vest and shall be exercisable in full, all restrictions will lapse and immediately terminate and, if applicable, will remain exercisable until the earlier of (i) the end expiration of their maximum original term at the Severance Period time of grant or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements tenth anniversary of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)grant.

Termination Without Cause or Resignation for Good Reason. If The Employer may terminate the Executive’s employment with at any time, without Cause by providing the Company is terminated by the Company (other than for CauseExecutive, Disability or death) or and the Executive resigns may resign at any time for Good Reason during and will be provided by the TermCompany, then with the Executive shall be entitled to the following benefitsfollowing, subject to compliance, where applicable, with Section 10c(iii) below: i. During the requirements in Section 4.4 below regarding release first twelve (12) months of claims, the Company shallTerm: (a1) pay one (1) year’s Base Salary plus one year’s at-target STI Bonus, payable, subject to the Executive Section 24 of this Agreement, in a lump sum on the sixtieth (i60th) any unpaid base salary day following the Termination Date; (2) the Sign-On Option and each other outstanding stock option will vest in full; (3) all other equity awards will be governed by the terms of the Executiverelevant plan; provided, however, that (iix) any accrued but unused the definitions of “Cause” and unpaid vacation pay “Good Reason” will be deemed for purposes of the Executive, (iii) any earned and unpaid bonuses of the Executiverelevant plan to be as defined in this Agreement, and (ivy) solely for this purpose, and except as otherwise provided in the amount Change of any unpaid compensation previously deferred by Control Agreement, a termination for Good Reason will be treated in the Executive same manner under the relevant plan as a termination without Cause; (together with any accrued interest or earnings thereon4) (provided that this clause (iv) shall not cause accelerated payment an STI Bonus for the year of amounts subject termination of employment, pro-rated based on the number of days in the year prior to Section 409A the Termination Date (as defined below) if not provided for under the terms by which such amounts were or are deferred), based on the same performance criteria as the STI Bonus for that year as applicable to other executives, but in each case all events, paid, subject to Section 24 of clauses (i) through (iv) through this Agreement, no later than March 15th of the Date calendar year following the year in which it is deemed earned for purposes of Termination (collectively, the “Accrued Obligations”)Section 409A; (b5) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if continued extended health and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of dental benefits coverage until the earlier of the first anniversary of Termination Date or the date on which the Executive begins new full-time employment. ii. After the first twelve (i12) months of the Term: (1) two (2) years’ Base Salary plus two (2) years’ at-target STI Bonus, payable, subject to Section 24 of this Agreement, in a lump sum on the sixtieth (60th) day following the Termination Date; (2) an STI Bonus for the year of termination of employment, pro-rated based on the number of days in the year of the Termination Date, paid, subject to Section 24 of this Agreement, based on the same performance criteria as the STI Bonus for that year as applicable to other executives, but in all events, paid, , subject to Section 24 of this Agreement, no later than March 15th of the calendar year following the year in which it is deemed earned for purposes of Section 409A; (3) the end Sign-On Option and each other outstanding stock option will vest in full; (4) all other equity awards will be governed by the term of the Severance Period or relevant plan; ; provided, however, that (iix) the date definitions of “Cause” and “Good Reason” will be deemed for purposes of the Executive’s COBRA continuation coverage expiresrelevant plan to be as defined in this Agreement, unless and (y) solely for this purpose, and except as otherwise provided in the Company’s providing payments Change of Control Agreement, a termination for COBRA Good Reason will violate be treated in the nondiscrimination requirements of applicable law, in which case this benefit will not applysame manner under the relevant plan as a termination without Cause; and (d5) continued extended health and dental benefits coverage until the earlier of the first anniversary of the Termination Date or the date on which the Executive begins new full-time employment. iii. In order for the Executive to be entitled to receive payments pursuant to Section 10c(i) or 10c(ii), the Executive must sign and deliver to the extent not previously paid or providedCompany without revocation during any legally required revocation period, a Release of Claims Agreement (the Company shall timely pay or “Release”) in a form to be agreed in writing between the parties within seven days of execution of this Agreement, such Release to be executed and delivered to the Employer within the time frame designated therein. The Employer will provide the Release to the Executive any other amounts or benefits required for consideration and execution within five days following the Termination Date, in order to be paid or provided or which provide sufficient time for the Executive is eligible to receive following consider execution of the Release for the period of time required by law, and any required revocation period to have expired, prior to the payment date designated in Sections 10c(i) and (ii) above. Such Release shall include, among other things, a release of any and all claims the Executive may then and thereafter have, known and unknown, against the Employer, affiliates and the Parent, their shareholders, directors, officers, employees and agents for all statutory tort, contract, and common law claims, including, but not limited to claims for unlawful discrimination, harassment, and retaliation under Title VII of the Civil Rights Act of 1962, the Family and Medical Leave Act, the Americans with Disabilities Act as amended, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, and all similar state, provincial and local legislation and law. If the Executive fails or refuses to sign and irrevocably deliver to the Company within the time period specified in the Release, the Executive shall not be entitled to payments pursuant to Section 10c(i) or 10c(ii) as applicable. iv. In the event of payment of any Base Salary and STI Bonus to the Executive in lieu of working notice, payment will be made within thirty (30) calendar days of termination of the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)employment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive the Accrued Compensation and shall provide the additional payments and benefits set forth in this Section 5(c). As a condition to such additional payments and benefits, Executive must execute a full release of claims in a form satisfactory to the Company (the “Release”), which Release shall not be revoked and shall become fully effective and irrevocable within sixty (60) days of Executive’s termination, or such earlier deadline required by the Release (such deadline, the “Release Deadline”). (ai) The Company shall pay to Executive, on the Executive in Release Deadline, a lump sum amount (iless applicable payroll deductions) any unpaid base salary equal to (A) one and one-half (1-1/2) times his then current Base Salary, and (B) one and one-half (1-1/2) times his then current target bonus for the fiscal year in which such termination occurred as if the Company and Executive had fully achieved all applicable performance goals at their target level and remained employed through the date necessary to receive and fully earn payment of the Executive, such bonus. (ii) any accrued but unused and unpaid vacation pay The vesting of the Executiveall outstanding stock options, (iii) any earned and unpaid bonuses of the Executiverestricted stock units, and (iv) the amount of any unpaid restricted stock or other compensation previously deferred based equity awards then held by the Executive (together with any accrued interest or earnings thereonthe “Equity Awards”) (provided that this clause (iv) shall not cause accelerated payment of amounts are subject to Section 409A (as defined below) time-based vesting shall be accelerated so that the number of shares vested under such Equity Awards shall equal that number of shares that would have been vested if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue Executive had continued to provide render employment services to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary Company for a period of time after twelve (12) continuous months following the Date date of Termination equal Executive’s termination. The vesting of Equity Awards that are subject to 12 months (performance-based vesting shall accelerate only to the “Severance Period”), with payments beginning as extent provided in 4.4 below;the applicable award agreement. In addition, the period following such termination in which vested stock options or similar Equity Awards may be exercised shall be not be less than three (3) months following such termination. (ciii) Until the earlier of eighteen (18) months following the date of termination or the date Executive becomes eligible for group health insurance coverage through a new employer, if and while the Executive and his or her family qualifies for and elects to participate in continuation continue health insurance coverage under Section 4980B the Consolidated Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), then so long as Executive is paying COBRA premiums, and beginning in the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the month following Executive’s COBRA continuation coverage expirestermination (or, unless if later, the Company’s providing Release Deadline, with a catch-up payment for payments for COBRA will violate deferred pending the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedRelease Deadline), the Company shall timely pay or provide Executive a monthly payment equal to the Executive amount that was paid by the Company for such coverage as of the date of termination and any other amounts or benefits increases in such premiums during such period that may be required to maintain the same level of coverage. Executive shall be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under responsible for filing any plannecessary paperwork for COBRA coverage, program, policy, practice, contract or agreement of paying all premiums and providing the Company (collectively, the “Other Benefits”)with appropriate evidence of such premium payments.

Termination Without Cause or Resignation for Good Reason. If prior to or after the occurrence of a Change in Control. (i) In addition to the payments and benefits provided in Section 9(a) and subject to the provisions of Section 9(d), if the Executive’s employment with the Company is terminated (x) by the Company without Cause or (other than for Cause, Disability or deathy) or by the Executive resigns for Good Reason during Reason, in either case either prior to or after the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements occurrence of a Change in Section 4.4 below regarding release of claims, the Company shallControl: (a1) the Company shall pay to the Executive an amount equal to 12 months’ Base Salary, which shall be payable in a lump sum (i) any unpaid base the form of salary of continuation commencing within 60 days following the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the ’s Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice or, if the Change of Control qualifies as a “change in ownership or effective control” within the meaning of Section 409A, in a cash lump sum payable within two and one-half months after the Executive’s base salary “separation from service” as defined for purposes of Section 409A, (2) the Executive shall be entitled, if applicable, to a period pro-rated bonus for the year of time after termination (calculated at the end of the fiscal year and then pro-rated through the Date of Termination), provided that the applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Company, and any such payments shall be made when otherwise due in accordance with the provisions of Section 3 and Section 4 of this Agreement, (3) the Company shall immediately vest any outstanding unvested Restricted Stock Units granted pursuant to the Amended and Restated Restricted Stock Unit Agreement between Company and Executed dated as of the date hereof and attached as Exhibit C hereto, that would otherwise have vested within twelve (12) months of the Date of Termination equal had the Executive remained in employment through such date and any such Restricted Stock Units shall be settled within 30 days after Executive’s “separation from service” as defined for purposes of Section 409A, (4) the period for determining whether the performance conditions for vesting of any outstanding unvested Performance Restricted Stock Units granted on September 2, 2014 and any outstanding unvested Performance Stock Units granted pursuant to the Amended and Restated Performance Restricted Stock Unit Agreement, dated as of the date hereof and attached as Exhibit D hereto, have been satisfied shall be extended to the twelve (12) month anniversary of the Date of Termination, and any Performance Restricted Stock Units which satisfy the performance conditions during such period shall be vested and settled within 30 days after the performance conditions have been satisfied, (5) the employment condition for vesting of any outstanding unvested Time-Vested Options granted pursuant to the Amended and Restated Stock Option Agreement, dated as of the date hereof and attached as Exhibit E hereto, shall be deemed satisfied, and the Company shall immediately vest any outstanding unvested Time-Vested Options that would otherwise have vested within twelve (12) months of the Date of Termination, (6) the employment condition for vesting of any outstanding unvested Performance Options granted on September 2, 2014 shall be deemed satisfied, and the period for exercise of any Performance Options (to the extent otherwise exercisable) shall not expire until (i) the twelve (12) month anniversary of the Date of Termination or (ii) if later, such date as the Executive’s Service (as defined in the Omnibus Plan) with the Company shall terminate (but in no event beyond the remaining term of the option), and (7) the Company shall provide the Executive with continued medical coverage at active employee rates (unless doing so would violate any anti-discrimination provision or other legal requirement applicable to the Company or the Company’s medical plan) until the earliest of (x) 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code Date of Termination, (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (iy) the end of the Severance Period scheduled Employment Term or (iiz) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or on which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)subsequent employer-provided coverage.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with shall terminate without Cause pursuant to Section 3(a)(iv) or upon Executive’s resignation from the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Termpursuant to Section 3(a)(vi), then the Executive shall be entitled to the following benefitsthen, subject to compliance, where applicable, with Executive signing on or before the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the 21st day following Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A ’s Separation from Service (as defined below) if not provided for under the terms by which such amounts were or are deferred), and not revoking, a release of claims in each case of clauses the form attached as Exhibit A to this Agreement (the “Release”), and Executive’s continued compliance with the Confidentiality Agreement (as defined below), Executive shall receive, in addition to the Company Arrangements set forth in Section 3(c), the following: (i) through an amount in cash equal to one (iv1) through times the Annual Base Salary of Executive as of the Date of Termination Termination, payable in the form of salary continuation in regular installments over the twelve-month period following the date of Executive’s Separation from Service (collectively, the “Accrued ObligationsSeverance Period”); (b) continue to provide to the Executive in accordance with the Company’s ordinary normal payroll practices, ; (ii) an amount equal to any accrued and earned annual bonus for the Executive’s base salary for a period of time after completed fiscal year immediately preceding the Date of Termination equal to 12 months (that has been declared by the “Severance Period”), with payments beginning Board or the Compensation Committee but is not yet paid as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code Date of Termination (“COBRA”to be paid when such annual bonuses are paid to similarly situated employees), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (diii) reimbursement (or direct payment to the carrier), for the Severance Period, for a portion of the premium costs incurred by Executive (and his spouse and dependents, where applicable) to obtain COBRA coverage pursuant to one of the extent not previously paid group health plans sponsored by the Company, which reimbursement (or provided, direct payment) shall equal the premium costs incurred by the Company for the Severance Period, on behalf of a similarly-situated employee, to obtain coverage under the same group health plan sponsored by the Company. Notwithstanding the foregoing, if reimbursement or direct payment of health care premium violates any applicable health care laws, then Executive shall timely pay or provide be entitled to a monthly payment of such amount payment, less applicable taxes and withholding, in lieu of such reimbursement. Notwithstanding the foregoing, in the event Executive is entitled to the Executive any other amounts payments and benefits set forth in this Section 4(b) as a result of a termination or benefits required resignation of employment that occurs on, immediately prior to or within one (1) year following a Change in Control, then the such payments in subparagraphs (i), and (ii) shall be paid or provided or made in lump-sum on the first business day following the date on which the Executive Release shall be non-revocable by Executive, if such Release is eligible to receive following required, if not required, on the Executive’s termination Date of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Termination.

Termination Without Cause or Resignation for Good Reason. If If, during the Term, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the code and Treasury Regulation Section 1.409A-1 (h)) (a “Separation from Service”) by reason of a termination of the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathwithout Cause pursuant to Section 3(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims3(a)(v), the Company shall, subject to the Executive signing and not revoking., within thirty (30) days following the Separation from Service, a release of claims in substantially the form attached hereto as Exhibit A: (ai) pay to the Executive, in a lump sum on the Company’s first payroll date occurring on or after the 30th day following the Separation from Service (the “First Payroll Date”), an amount equal to the Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued her employment hereunder for a period of eighteen (18) months following the Date of Termination; (ii) pay to the Executive in a lump sum amount on the First Payment Date equal to 1.5 times her annual target bonus amount under the Company’s Management Incentive bonus plan; (iiii) any unpaid base salary of pay to the Executive a lump-sum amount equal to the total aggregate eighteen (18) month premium costs for group medical, dental and vision benefit coverage for the Executive and the Executive’s spouse and dependents, in each case, as in effect with respect to each such individual immediately prior to such Separation from Service, which payment shall be made on the First Payroll Date and which payment may be applied by the Executive, (ii) in her discretion, to the purchase of comparable coverage. For the avoidance of doubt, the payment described in this Section 4(b)(iii)shall be subject to withholding of any accrued but unused and unpaid vacation pay of federal state, local or foreign withholding or other taxes or charges which the Executive, (iii) any earned and unpaid bonuses of the Executive, and Company is required to withhold; (iv) reimburse the amount of any unpaid compensation previously deferred Executive for reasonable and documented relocation expenses that are incurred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through within 24 months after the Date of Termination (collectivelyupon the Executive’s relocation from North Charleston, South Carolina to any other location within the “Accrued Obligations”); (b) continue to provide to the Executive continental United States, in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after relocation policies in effect on the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowTermination; (cv) if and while the Executive and his or her family qualifies for and elects provide to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless through the Company’s providing payments designated outplacement service provider, outplacement services for COBRA will violate twelve months following the nondiscrimination requirements of Termination Date, subject to any then-applicable law, in which case this benefit will not applycontract terms between the Company and the outplacement service provider; and (dvi) accelerate the vesting effective immediately prior to the extent not previously paid or provided, date of the Company shall timely pay or provide to Separation from Service of any restricted stock units held by the Executive any other amounts or benefits required that are unvested as of such date and which have not been cancelled and forfeited in accordance with the terms of the agreement governing such restricted stock units. Vested restricted stock units held by the Executive, including restricted stock units that vest pursuant to this Section 4(b)(vi) shall continue to be paid or provided or which payable at such times as are specified in the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or applicable agreement of the Company (collectively, the “Other Benefitsgoverning such restricted stock units.”).

Termination Without Cause or Resignation for Good Reason. If (i) the Executive’s employment with the Company is terminated by the Company (without Cause and other than for Cause, due to the Executive’s death or Disability or death(ii) or the Executive resigns for Good Reason during (each, a “Qualifying Termination”), then the TermCompany shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rate then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”), that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: 5.6: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary (determined prior to any reduction in Base Salary that otherwise constitutes Good Reason, if applicable) and (ii) the Executive’s Annual Performance Bonus (as determined under Section 3.3 above, and prior to any reduction in such annual target bonus opportunity that or otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (i10) any unpaid base salary of days following the Executive, (ii) any accrued but unused Release Date and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts will be subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); required withholding; (b) continue to provide to If the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies is eligible for and timely elects to participate in COBRA continuation health coverage under Section 4980B of the Code (“COBRA”)coverage, the Company will reimburse the total amount of COBRA premiums for the first twelve (12) months of COBRA coverage (for clarity, such COBRA premium reimbursements will be inclusive of premiums for the Executive’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to the Executive’s Qualifying Termination, provided that such dependents continue to pay the share of the premium be eligible for such coverage during such twelve (12)-month period); provided, however, that if the Executive ceases to be eligible for COBRA or becomes eligible to enroll in the group health insurance plan of any other employer, the Executive will immediately notify the Company and the Company’s obligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it pays for active and similarly-situated employees who receive cannot provide the same type of coverage until the earlier of COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (i) the end including, without limitation, Section 2716 of the Severance Period or (ii) the date Public Health Service Act), then in lieu of reimbursing the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedpremiums, the Company shall timely will pay or provide the Executive on a monthly basis a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding. The payment may be, but need not be, used by the Executive to pay for COBRA premiums; and (c) Subject to Section 5.1(d), unless specifically provided otherwise in the applicable equity award agreement, the Executive shall be eligible to become fully vested in 25% of the then unvested portion of each of the Executive’s then unvested and outstanding equity awards, including the Executive’s then remaining unvested portion of any Annual Equity Grants and any other amounts or benefits required equity grants awarded. Such accelerated vesting shall be effective as of the tenth (10th) day following the Release Date. In order to be paid or provided or which give effect to the intent of this provision, if the Executive is eligible entitled to receive following accelerated vesting of any equity award pursuant to this provision, then notwithstanding anything to the Executive’s termination contrary set forth in the terms of employment under such equity award (including any planapplicable equity incentive plan and equity award agreement), program, policy, practice, contract in no event will such equity award be forfeited or agreement terminate prior to the effective date of the Company (collectively, the “Other Benefits”)such acceleration.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathshall terminate without Cause pursuant to Section 4(a)(iv) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled pursuant to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims4(a)(v), the Company shall, subject to the Executive’s execution and non-revocation of a general release of claims against Rexnord and its stockholders and affiliates on customary terms and conditions: (ai) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice following the Date of Termination, an amount equal to the Executive’s base salary Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued his employment hereunder for a period of time after 18 months following the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (dii) subject to Section 5(e), continue to provide during the Severance Period, to the extent not previously paid or provided, the Company shall timely pay or provide provided to the Executive as of the Date of Termination, coverage for the Executive and any other amounts or benefits required to be paid or provided or dependents under all Company group health benefit plans (including health, dental and vision coverage) in which the Executive is eligible and any dependents were entitled to receive following participate immediately prior to the Date of Termination, to the extent permitted thereunder; provided that, in the event that the Executive’s termination of employment under any planby the Company without Cause or by the Executive for Good Reason occurs within 18 months after a Change in Control, programthe Executive also will be entitled to receive the following: (iii) the bonus the Executive would have received if the Executive remained employed with the Company through the end of the bonus performance period in which the Date of Termination occurs, policywhich bonus, practiceto the extent bonuses are paid by the Company for such performance period, contract or agreement shall be based on the Company’s performance in relation to the performance targets set forth in the bonus plan applicable to the Executive (such amount to be determined in good faith by the Compensation Committee), which shall be paid at the end of such bonus performance period when the year-end performance of the Company has been determined and bonuses otherwise would be payable to executives in the ordinary course; and (collectivelyiv) payments equal to eighteen (18) months of the premium cost for life insurance coverage (excluding supplemental life insurance coverage) under the Company’s life insurance plan in effect for the Executive immediately prior to the date of termination, payable over the “Other Benefits”)Severance Period at regular intervals in accordance with the Company’s customary payroll procedures.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the if Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan or any unpaid base salary other equity incentive plan approved by the Board shall vest as of the Executive, date of such termination/resignation; (ii) any accrued but unused Executive will receive severance benefits in an amount equal to twenty-four (24) months of Executive’s Base Salary and unpaid vacation pay Target Bonus in the form of the salary continuation following Executive, (iii) any earned and unpaid bonuses ’s termination of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive employment in accordance with the Company’s ordinary normal payroll practices, practices (such amount being referred to herein as the Executive’s base salary for a “Severance Payment” and such period of time after over which the Date of Termination equal Severance Payment is made being referred to 12 months (herein as the “Severance Period”), with payments beginning as provided in 4.4 below; ; and (ciii) if and while reimbursement for premiums paid for the group health continuation coverage premiums for Executive and his or her family qualifies for and elects to participate in continuation health coverage Executive’s eligible dependents under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), the Company will continue ) so as to pay the share of the premium for such coverage that it pays for active provide Executive and similarly-situated employees who receive Executive’s eligible dependents and/or domestic partner the same type level of coverage until benefits to the earlier same extent as in effect on the date of Executive’s termination through the lesser of (iA) twenty-four (24) months from the end effective date of the Severance Period or such termination, (iiB) the date the Executive and all of Executive’s COBRA eligible dependents and/or domestic partner are no longer eligible to receive continuation coverage expirespursuant under COBRA; provided, unless however, that Executive will be solely responsible for electing such coverage within the Companyrequired time periods. In the event that the date Executive and Executive’s providing payments eligible dependents and/or domestic partner are no longer eligible to receive continuation coverage pursuant under COBRA is less than 24 months from the effective date of such termination/resignation, and the loss of eligibility for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will is not apply; and (d) due to the extent not previously paid or providedcoverage under another employer’s medical plan, the Company shall timely pay or provide to the Executive any other amounts or in cash the cost of medical benefits required to be paid or provided or which for similarly situated active employees of Company for the balance of the twenty-four (24) month period. Executive is eligible to receive following the must provide Company with written notice of Executive’s termination new position within ten (10) business days of employment under starting any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)such position.

Termination Without Cause or Resignation for Good Reason. If the Executive’s Except -------------------------------------------------------- as provided in Section 10E, below, if ▇▇. ▇▇▇▇▇▇▇▇▇'▇ employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or if ▇▇. ▇▇▇▇▇▇▇▇▇ resigns as an employee of the Executive resigns Company for Good Reason during the TermReason, then the Executive such termination shall be entitled deemed a "Termination Without Cause" and ▇▇. ▇▇▇▇▇▇▇▇▇ shall be entitled, on such date, to all of the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallfollowing: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the ExecutiveAll accrued salary, (ii) any accrued but unused benefits and unpaid vacation pay of the Executive, (iii) any vesting earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date date of Termination (collectively, the “Accrued Obligations”)termination or resignation; (b) continue All accrued bonuses earned through such date. If the date of termination or resignation is prior to provide January 1, 2000, the bonus set forth in Section 3.4(b) shall be paid pro rata based on time employed with the Company prior to January 1, 2000. If the date of termination or resignation is prior to July 1, 2000, the bonus set forth in Section 3.4(c) shall be paid pro rata based on time employed with the Company prior to July 1, 2000. If the date of termination or resignation occurs prior to the Executive in accordance with date of any other bonus for which ▇▇. ▇▇▇▇▇▇▇▇▇ may become eligible, then such bonus shall be payable pro rata based on the Company’s ordinary payroll practices, amount of the Executive’s base salary for a applicable bonus period worked by ▇▇. ▇▇▇▇▇▇▇▇▇ prior to the date of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowtermination or resignation; (c) if and while the Executive and Continued payment of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ salary at his Base Salary rate, less applicable withholding, for one (1) year following his termination or her family qualifies for and elects to participate in continuation health coverage under Section 4980B resignation ; (d) Continued payment of the Code Housing Loan for one (“COBRA”1) year after the date of termination or resignation; (e) Termination of any conditional obligation that ▇▇. ▇▇▇▇▇▇▇▇▇ may have to repay any part of the Housing Loan he has received or will receive based on Section 10.4(d), the Company will continue above, and any related Gross Up Payments; (f) Termination of any obligation ▇▇. ▇▇▇▇▇▇▇▇▇ shall have to pay the share repay any portion of the premium for Loans; (g) Removal of any "cliff date" in calculating the number of Stock Options or underlying shares vested upon such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applydate; and (dh) to An additional six (6) months vesting in the extent not previously paid Stock Options (or providedunderlying shares), the Company shall timely pay or provide to the Executive any other amounts options (or benefits required underlying shares) granted to be paid or provided or which ▇▇. ▇▇▇▇▇▇▇▇▇ by the Executive is eligible Board, as if ▇▇. ▇▇▇▇▇▇▇▇▇ continued to receive following vest in the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)options for an additional six months.

Termination Without Cause or Resignation for Good Reason. If (i) the Executive’s employment with the Company is terminated by the Company (without Cause and other than for Cause, due to the Executive’s death or Disability or death(ii) or the Executive resigns for Good Reason during (each, a “Qualifying Termination”), then the TermCompany shall pay the Executive any earned but unpaid Base Salary accrued through the date of termination, at the rate then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”), that is nonrevocable prior to the Release Date, and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall be entitled to receive the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall5.6: (a) The Company shall pay the Executive an amount equal to one times (1x) the sum of (i) the Executive’s then current Base Salary (determined prior to any reduction in Base Salary that otherwise constitutes Good Reason, if applicable) and (ii) the Executive’s Annual Performance Bonus (as determined under Section 3.3 above, and prior to any reduction in such annual target bonus opportunity that or otherwise constitutes Good Reason, if applicable) in respect of the fiscal year in which the termination of employment occurs, at target level. Said amount shall be paid to the Executive in a single lump sum within ten (i10) any unpaid base salary of days following the Executive, (ii) any accrued but unused Release Date and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts will be subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)required withholding; (b) If the Executive is eligible for and timely elects COBRA continuation coverage, the Company will reimburse the total amount of COBRA premiums for the first twelve (12) months of COBRA coverage (for clarity, such COBRA premium reimbursements will be inclusive of premiums for the Executive’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to the Executive’s Qualifying Termination, provided that such dependents continue to provide to be eligible for such coverage during such twelve (12)-month period); provided, however, that if the Executive ceases to be eligible for COBRA or becomes eligible to enroll in accordance with the group health insurance plan of any other employer, the Executive will immediately notify the Company and the Company’s ordinary payroll practicesobligation to provide the COBRA premium benefits shall immediately cease. Further, notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of reimbursing the Executive’s base salary for COBRA premiums, the Company will pay the Executive on a period of time after the Date of Termination monthly basis a fully taxable cash payment equal to 12 months (the “Severance Period”)COBRA premium for that month, with payments beginning as provided in 4.4 below;subject to applicable tax withholding. The payment may be, but need not be, used by the Executive to pay for COBRA premiums; and (c) if and while Subject to Section 5.1(d), unless specifically provided otherwise in the applicable equity award agreement, the Executive and his or her family qualifies for and elects shall be eligible to participate become fully vested in continuation health coverage under Section 4980B 25% of the Code (“COBRA”), the Company will continue to pay the share then unvested portion of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type each of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresthen unvested and outstanding equity awards, unless including the CompanyExecutive’s providing payments for COBRA will violate then remaining unvested portion of any Annual Equity Grants and any other equity grants awarded. Such accelerated vesting shall be effective as of the nondiscrimination requirements tenth (10th) day following the Release Date. In order to give effect to the intent of this provision, if the Executive is entitled to accelerated vesting of any equity award pursuant to this provision, then notwithstanding anything to the contrary set forth in the terms of such equity award (including any applicable lawequity incentive plan and equity award agreement), in which case this benefit no event will not apply; andsuch equity award be forfeited or terminate prior to the effective date of such acceleration. (d) Notwithstanding anything in this Agreement to the extent not previously paid contrary, if, pursuant to another written plan, agreement or providedother arrangement with the Company, the Company shall timely pay or provide Executive is entitled to benefits with respect to the Executive’s outstanding equity awards that are more favorable to the Executive any other amounts than the accelerated vesting benefit set forth in Section 5.1(c) or benefits required to be paid 5.3, or provided or which the extended post-termination exercise period benefit set forth in Section 5.3, as applicable, as determined by the Company in its sole discretion, then the Executive will not be entitled to the accelerated vesting benefit set forth in Section 5.1(c) or 5.3 (if the more favorable benefit is eligible to receive following regarding accelerated vesting) or the Executive’s extended post-termination of employment under any plan, program, policy, practice, contract or agreement of exercise period benefit set forth in Section 5.3 (if the Company (collectively, the “Other Benefits”more favorable benefit is regarding an extended post-termination exercise period).

Termination Without Cause or Resignation for Good Reason. If Subject to the terms and conditions of this Agreement, in the event that the Executive’s employment with hereunder is terminated due to his resignation for Good Reason or the Company Executive’s employment hereunder is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallreceive: (ai) pay an amount, payable in cash equal to his annualized Base Salary in effect as of the Termination Date, plus his Target STIP plus his Target LTIP bonuses applicable to the Executive year in a lump sum (i) any unpaid base salary of which the Executive, Separation Date occurs; (ii) full vesting for any accrued but unused and unpaid vacation pay of unvested restricted stock, restricted stock unit award, or any other award granted under the Executive, LTIP (the vesting described in this clause (iii) any earned and unpaid bonuses of being the Executive, and “Award Vesting”); and (iviii) the amount of any unpaid compensation previously deferred by if the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide timely elects continuation coverage pursuant to the Executive in accordance with the Company’s ordinary payroll practicesConsolidated Omnibus Budget Reconciliation Act of 1985, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code amended (“COBRA”), the Company will continue to pay shall provide the share Executive with a reimbursement of the premium premiums associated with the continuation of his medical, dental and vision benefits under COBRA for such coverage that it pays for active and similarly-situated employees who receive a period equal to the same type of coverage until the earlier earliest of (i1) twelve (12) months following the end of the Severance Period or Termination Date, (ii2) the date the Executive’s COBRA Executive first becomes eligible to receive health benefits under another employer-provided plan or (3) the date the Executive is no longer eligible for continuation coverage expiresbenefits under COBRA. Notwithstanding the forgoing, unless if the Company’s providing making payments for COBRA will under this Section 7(a)(iii) would violate the nondiscrimination requirements rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), or result in the imposition of applicable law, in which case this benefit will not apply; and (d) to penalties under the extent not previously paid or providedACA and the related regulations and guidance promulgated thereunder, the Company shall timely pay or provide Parties agree to reform this Section 7(a)(iii) in a manner as is necessary to comply with the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)ACA.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled ceases due to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, a termination by the Company shall: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A without Cause (as defined below) if not provided or a resignation by Executive for under the terms by which such amounts were or are deferred), in each case of clauses Good Reason (as defined below): ​ (i) the Company shall pay to Executive all accrued and unpaid Base Salary ​ ​ through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; ​ (ii) to the extent then unpaid, the Company shall pay to Executive the annual bonus (if any) earned with respect to the fiscal year ended immediately prior to the cessation of Executive’s employment; (iii) the Company shall make monthly severance payments equal to one-twelfth of Executive’s Base Salary as in effect immediately prior to such cessation of employment (or, if such cessation is due to the Good Reason described in clause (ii) of that definition, the Base Salary in effect immediately prior to such material diminution) for a period equal to the Severance Period; ​ (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue if Executive validly elects to provide to the Executive in accordance with receive continuation coverage under the Company’s ordinary payroll practices, group health plan (if any) pursuant to the Executive’s base salary for a period Consolidated Omnibus Budget Reconciliation Act of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code 1985 (“COBRA”), the Company will continue shall reimburse Executive for the 2% COBRA administrative fee plus the applicable premium otherwise payable for COBRA continuation coverage for himself and his eligible dependents for the Severance Period, to pay the share of extent such premium exceeds the premium for such coverage that it pays for monthly amount charged to active and similarly-situated employees who receive of the Company for the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applycoverage; and (dv) to the extent not previously paid such cessation of employment occurs within three (3) months prior to or providedtwelve (12) months following a Change in Control (as defined below), (x) the Company shall timely pay or provide to Executive an amount equal to the Executive Target Bonus, and (y) all outstanding equity awards that are subject to vesting solely based on the passage of time and Executive’s continued employment shall become vested upon the later of the date of Executive’s cessation of employment and the Change in Control. ​ Except as otherwise provided in this Section 9(a), all compensation and benefits will cease at the time of Executive’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. The payments and benefits described in this Section 9(a) are in lieu of, and not in addition to, any other amounts or severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits required described in Section 9(a)(ii) - 9(a)(v) are conditioned on Executive’s execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of Executive’s cessation of employment, of a general release of claims against the Company and its affiliates (which shall have customary exclusions relating to Executive’s equity in the Company, any claims that Executive may have relating to accrued vested benefits under the Company’s benefit plans, subject to the terms and conditions of such plans, and any claims for indemnification in Executive’s role as an officer and director of the Company) in a form and manner satisfactory to the Company (the “Release”) and on Executive’s continued compliance with the provisions of the Restrictive Covenant Agreement (defined below). ​ Subject to Section 10 below (to the extent applicable) and provided the Release requirement described above has been timely satisfied: (x) the payment described in Section 9(a)(ii) will be paid on the later of the sixty-fifth (65th) day following Executive’s cessation of employment (the ​ ​ “Settlement Date”) and the date such annual bonus would have otherwise been paid, absent Executive’s cessation of employment; (y) the payments described in Section 9(a)(iii) and 9(a)(iv) will commence to be paid on the Settlement Date, provided that the initial payment will include any payments that, but for the above-described timing rule, would have otherwise been paid since the date of Executive’s cessation of employment; and (z) the payment of an amount equal to the Target Bonus described in Section 9(a)(v) will be paid on the later of the Settlement Date or provided or which the Executive is eligible to receive tenth (10th) day following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).Change in Control. ​

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefitsthen, subject to complianceSection 7, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum will receive: (i) any unpaid base salary a lump-sum payment equal to Executive’s then annual Base Salary, paid within 30 days of the Executivetermination of employment, (ii) reimbursement for any accrued but unused applicable premiums Executive pays to continue coverage for Executive and unpaid vacation pay Executive’s eligible dependents under the Company’s health insurance plan for twelve months after the date of the Executivetermination, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), (iii) any earned and unpaid bonuses a post-termination exercise period for Executive’s stock options of twelve (12) months (but in no event later than the expiration of the Executiveterm of the applicable stock option), and (iv) immediate vesting of all unvested Compensatory Equity that would have vested had Executive otherwise remained an employee for the amount 12-month period commencing on his termination date. In the event any accelerated vesting of any unpaid compensation previously deferred by the Executive (together with any accrued interest restricted stock units, performance shares or earnings thereon) (provided that this performance units occurs pursuant to clause (iv) shall not cause accelerated payment of amounts the preceding sentence, the settlement of such awards and issuance of the underlying shares will be subject to any required six (6) month delay pursuant to Section 24. Notwithstanding clause (iv) of this Section 6(a) above, upon a Change of Control, (x) Executive will receive immediate vesting with respect to 50% of all unvested Compensatory Equity that are then held by Executive, and (y) if a termination described in the first sentence of this Section 6(a) occurs within 60 days before or 18 months following a Change of Control, then, subject to Section 409A 7, Executive will receive (as defined belowA) if not provided a lump-sum payment equal to Executive’s annual Base Salary plus 100% of the annual Target Bonus amount for under the terms year of termination, paid within thirty (30) days of termination of employment, and (B) immediate vesting with respect to all unvested Compensatory Equity that are then held by which such amounts were or are deferred), Executive. For purposes of clause (x) in each case of clauses (i) through (iv) through the Date of Termination (collectivelypreceding sentence, the “Accrued Obligations”vesting schedule for Executive’s remaining unvested Compensatory Equity (determined after giving effect to clause (x); (b) continue shall be automatically proportionately adjusted on a grant by grant basis. Purely to provide illustrate the mechanics of the preceding sentence, if immediately prior to a Change of Control there were 150 unvested option shares outstanding which were vesting at a rate of 8 shares each month, and after giving effect to the Executive accelerated vesting provisions of clause (x) 75 of such option shares become vested on an accelerated basis, then the 75 remaining unvested option shares would thereafter vest at a rate of 4 shares per month. Executive’s vested stock options will remain exercisable in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B terms of the Code (“COBRA”), 1999 Stock Plan and the Company corresponding option agreements and thereafter will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) expire to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefitsexercised.”).

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated either by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan or any unpaid base salary other equity incentive plan approved by the Board shall vest as of the Executive, date of such termination; (ii) any accrued but unused the Company will pay Executive severance benefits in an amount equal to twenty-four (24) months of Executive’s Base Salary and unpaid vacation pay Target Bonus in the form of the salary continuation following Executive, (iii) any earned and unpaid bonuses ’s termination of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive employment in accordance with the Company’s ordinary normal payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months ; and (the “Severance Period”), with payments beginning as provided in 4.4 below; (ciii) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue reimburse Executive for all premiums paid for group health continuation coverage for Executive and Executive’s eligible dependents and domestic partner under COBRA so as to pay the share of the premium for such coverage that it pays for active provide Executive and similarly-situated employees who receive Executive’s eligible dependents and domestic partner with the same type level of coverage until benefits to the earlier same extent as in effect on the date of Executive’s termination through the lesser of (iA) twenty-four (24) months from the end effective date of the Severance Period such termination; or (iiB) the date the Executive and all of Executive’s COBRA eligible dependents and domestic partner are no longer eligible to receive continuation coverage expiresunder COBRA; provided, unless however, that Executive will be solely responsible for electing such coverage within the Companyrequired time period. In the event that the date on which Executive and Executive’s providing payments eligible dependents and domestic partner are no longer eligible to receive continuation coverage under COBRA is less than twenty-four (24) months from the effective date of such termination, and the loss of eligibility for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will is not apply; and (d) due to the extent not previously paid or providedcoverage under another employer’s medical plan, the Company shall timely promptly pay or provide to the Executive any other amounts or in one lump sum cash payment the cost of medical benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement for similarly situated active employees of the Company for the balance of the twenty-four (collectively, 24) month period. Executive must provide the “Other Benefits”)Company with written notice of Executive’s new position within ten (10) business days of starting any such position.

Termination Without Cause or Resignation for Good Reason. If The Employment Term and the Executive’s employment with the Company is hereunder may be terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during or by the TermCompany without Cause. In the event of such termination, then the Executive shall be entitled to receive the following benefits, Accrued Amounts and subject to compliance, where applicable, with the requirements in Section 4.4 below regarding Executive’s execution of a release of claimsclaims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the Company shall“Release Execution Period”), the Executive shall be entitled to receive the following: (a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive equal installment payments payable in accordance with the Company’s ordinary normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 1.5 times the sum of the Executive’s annual rate of base salary for the year in which the Termination Date occurs, which shall begin within 60 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (b) a period of time after the Date of Termination payment equal to 12 months the product of (i) the Annual Incentive, if any, that the Executive would have earned for the calendar year in which the Termination Date (as determined in accordance with Section 2.6) 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 “Severance PeriodPro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, with payments beginning as provided but in 4.4 below;no event later than two-and-a-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs; (c) if and while If the Executive timely and his or her family qualifies for and properly elects to participate in health continuation health coverage under Section 4980B the Consolidated Omnibus Budget Reconciliation Act of the Code 1985 (“COBRA”), the Company will continue shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to pay the share Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium for payment. The Executive shall be eligible to receive such coverage that it pays for active and similarly-situated employees who receive the same type of coverage reimbursement until the earlier of earliest of: (i) the end eighteen-month anniversary of the Severance Period or Termination Date; (ii) the date the Executive’s Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage expiresfrom another employer or other source. Notwithstanding the foregoing, unless if the Company’s providing making payments for COBRA will under this Section 2.2(c) would violate the nondiscrimination requirements rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of applicable lawpenalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.2(c) in which case this benefit will not apply; anda manner as is necessary to comply with the ACA. (d) to The treatment of each outstanding equity award, if any, shall be determined in accordance with the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement terms of the Company (collectively, the “Other Benefits”)applicable plan and award agreement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the by Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled to the following benefitsthen, subject to complianceSection 8, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall: (a) pay to the Executive in a lump sum will receive: (i) for any unpaid base salary bonus period partially completed at the time Executive’s employment is terminated, a lump-sum equal to the daily pro-rated amount of the Executive, ’s then current quarterly bonus (if any) and annual bonus; (ii) any accrued but unused a lump-sum payment equal to one hundred and unpaid vacation pay fifty percent (150%) of the Executive’s then annual Base Salary, (iii) Executive will receive reimbursement for any earned and unpaid bonuses of the Executiveapplicable premiums Executive pays, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months eighteen (the “Severance Period”)18) months, with payments beginning as provided in 4.4 below; (c) or if and while earlier, until Executive is eligible for similar benefits from another employer, if the Executive and or any of his or her family qualifies dependents is eligible for and elects to participate COBRA continuation coverage (as described in continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”), ) under the Company will continue to pay the share Company’s health insurance plan; (iv) a post-termination exercise period for Executive’s stock options of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until twelve (12) months (but in no event later than the earlier of (i) the end expiration of the Severance Period term of the applicable stock option or the tenth (ii10th) anniversary of the date of grant of the Executive’s COBRA continuation coverage expiresapplicable option), unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable lawand (v) immediate vesting and, in which case this benefit will not apply; and if applicable, settlement (d) except to the extent not previously paid required to avoid taxation under Section 409A) of all unvested Company equity awards (including without limitation, any stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares or providedperformance units) (with any such compensatory equity awards being collectively referred to herein as “Compensatory Equity”) that (A) if such Compensatory Equity would have become vested based solely upon a time-based vesting schedule, would have vested had Executive otherwise remained an employee for the eighteen (18) month period commencing on his termination date, or (B) if such Compensatory Equity was either entirely or partially subject to a performance-based vesting schedule for which the relevant performace target could have been attained during the eighteen (18) month period commencing on his termination date, unless otherwise provided in the applicable Compensatory Equity award agreement, would have vested as if one hundred percent (100%) of the target performance-goals had been obtained. Upon (x) a Change of Control, and (y) if Executive’s employment is terminated by the Company shall timely pay without Cause or provide by Executive for Good Reason within sixty (60) days before or eighteen (18) months following such Change of Control, then, subject to Section 8 and in lieu of the payments and accelerated vesting rights set forth in Sections 7(a)(ii) and 7(a)(v) above, Executive any other amounts or benefits required will receive (A) a lump-sum payment equal to be paid or provided or which the Executive is eligible to receive following the one hundred and fifty percent (150%) of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).then annual Base Salary plus

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 4.2(d) below regarding release of claims, the Company shall: (ai) the Company shall pay to the Executive the following amounts: (1) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination or on such earlier date as applicable law requires, the sum of: (A) the Executive’s unpaid base salary and accrued but unused vacation pay, each through the Date of Termination, (B) if quarterly bonuses are then being paid, the product of (i) the quarterly bonus paid or payable (without regard to whether any unpaid base salary portion of such bonus was deferred or foregone) for the Executive, most recently completed fiscal quarter and (ii) any accrued but unused and unpaid vacation pay a fraction, the numerator of which is the Executive, (iii) any earned and unpaid bonuses number of days preceding the ExecutiveDate of Termination in the current fiscal quarter through the Date of Termination, and the denominator of which is 90, and (ivC) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (), provided that this clause (ivC) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case to the extent not previously paid (the sum of the amounts described in clauses (iA), (B) through and (ivC) through the Date of Termination (collectively, shall be hereinafter referred to as the “Accrued Obligations”); and (2) the Company shall pay or provide: (A) the product of (i) 75% of the Executive’s aggregate quarterly and annual bonuses paid or payable with respect to the last fiscal year period ended prior to the Date of Termination, less any quarterly bonuses paid on or before the Date of Termination for the fiscal year in which employment ends (but not below zero) and (ii) a fraction, the numerator of which is the number of days preceding the Date of Termination in the current fiscal year through the Date of Termination, and the denominator of which is 365; and (B) the greater of (x) 75% of the Executive’s highest annual base salary during the two fiscal year period prior to the Date of Termination and (y) 75% of the Executive’s then current annual base salary, (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Severance Payment”), in a lump sum in cash in the next regularly scheduled pay cycle beginning following the Effective Release Date (as defined below); (bii) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time 12 months after the Date of Termination equal to 12 months (Termination, or such longer period as may be provided by the “Severance Period”)terms of the appropriate plan, with payments beginning as provided in 4.4 below; (c) program, practice or policy, if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Code Section 4980B of the Code (“COBRA”), the Company will continue to shall pay the share same percentage of the coverage premium for such during the COBRA coverage that period as it pays for active and similarly-situated employees who receive executives then actively employed with the same type of coverage until individual or family coverage, with payments beginning after the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expiresEffective Release Date, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit coverage will be made available at the Executive’s expense; (iii) the vesting of each outstanding option, restricted share unit, restricted stock award or other equity award of the Company held by the Executive that is not applyfully vested on the Date of Termination shall accelerate by 9 months on the Date of Termination, such that such award shall be exercisable on and following the Date of Termination in accordance with its terms as if the Executive had completed a further 9 months of service to the Company as of the Date of Termination; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (collectively, such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

Termination Without Cause or Resignation for Good Reason. If (i) Prior to January 1, 2015. In addition to the payments and benefits provided in Section 9(a) and subject to the provisions of Section 9(f), if the Executive’s employment with the Company is terminated (x) by the Company without Cause or (other than for Cause, Disability or deathy) or by the Executive resigns for Good Reason during the TermReason, then the Executive shall be entitled in either case prior to January 1, 2015 and prior to the following benefits, subject to compliance, where applicable, with the requirements occurrence of a Change in Section 4.4 below regarding release of claims, the Company shallControl: (a1) the Company shall pay to the Executive an amount equal to 12 months’ Base Salary, which shall be payable in a lump sum (i) any unpaid base the form of salary of continuation and which shall commence within 60 days following the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the ’s Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary regular payroll practicespractice; provided, that if the Release Execution Period (as defined below) begins in one calendar year and ends in another calendar year, payments shall not begin until the beginning of the second calendar year, (2) the Executive shall be entitled, if applicable, to a pro-rated bonus for the year of termination (other than 2013) (calculated at the end of the fiscal year and then pro-rated through the Date of Termination), provided that the applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Company, and any such payments shall be made when otherwise due in accordance with the provisions of Section 3 and Section 4 of this Agreement, (3) the Company shall immediately vest fifty percent (50%) of any outstanding unvested Restricted Stock Units, and any such accelerated Restricted Stock Units shall be settled within 30 days after Executive’s base salary “separation from service” as defined for a purposes of Section 409A, (4) the period for determining whether the performance conditions for vesting of time any outstanding unvested Performance Restricted Stock Units have been satisfied shall be extended to the eighteen (18) month anniversary of the Date of Termination, and any Performance Restricted Stock Units which satisfy the performance conditions during such period shall be vested and settled within 30 days after the performance conditions have been satisfied, (5) the employment condition for vesting of any outstanding unvested Performance Options shall be deemed satisfied, and the period for exercise of any Performance Options (to the extent otherwise exercisable) shall not expire until (i) the eighteen (18) month anniversary of the Date of Termination equal to 12 months or (ii) if later, such date as the “Severance Period”Executive’s Service (as defined in the Omnibus Plan) with the Company shall terminate (but in no event beyond the remaining term of the option), with payments beginning as provided in 4.4 below;and (c6) if and while Executive timely elects continuation coverage pursuant to the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B Consolidated Omnibus Budget Reconciliation Act of the Code 1986, as amended (“COBRA”)) for Executive and his eligible dependents, within the time period prescribed by COBRA, the Company will continue to pay monthly reimburse Executive for the share of the premium COBRA premiums for such coverage that it pays (at the coverage levels in effect immediately prior to the Date of Termination) for active Executive and similarly-situated employees who receive the same type of coverage his covered dependents until the earlier earliest of (ix) twelve months from the end Date of the Severance Period Termination or (iiy) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or on which the Executive is eligible to receive subsequent employer-provided coverage, provided, that such COBRA reimbursements will be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid any adverse consequences to the Executive or to the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010. (ii) On or After January 1, 2015. In addition to the payments and benefits provided in Section 9(a) and subject to the provisions of Section 9(f), if the Executive’s employment is terminated (x) by the Company without Cause or (y) by the Executive for Good Reason, in either case on or after January 1, 2015 and prior to the occurrence of a Change in Control: (1) the Company shall pay the Executive an amount equal to 12 months’ Base Salary, which shall be payable in the form of salary continuation and which shall commence within 60 days following the Executive’s termination Date of employment under any planTermination in accordance with the Company’s regular payroll practice; provided, programthat if the Release Execution Period (as defined below) begins in one calendar year and ends in another calendar year, policy, practice, contract or agreement payments shall not begin until the beginning of the second calendar year, (2) the Executive shall be entitled, if applicable, to a pro-rated bonus for the year of termination (calculated at the end of the fiscal year and then pro-rated through the Date of Termination), provided that the applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Company, and any such payments shall be made when otherwise due in accordance with the provisions of Section 3 and Section 4 of this Agreement, (3) the Company shall immediately vest any outstanding unvested Restricted Stock Units and any such Restricted Stock Units shall be settled within 30 days after Executive’s “separation from service” as defined for purposes of Section 409A, (collectively4) the period for determining whether the performance conditions for vesting of any outstanding unvested Performance Restricted Stock Units have been satisfied shall be extended to the eighteen (18) month anniversary of the Date of Termination, and any Performance Restricted Stock Units which satisfy the performance conditions during such period shall be vested and settled within 30 days after the performance conditions have been satisfied, (5) the employment condition for vesting of any outstanding unvested Performance Options shall be deemed satisfied, and the period for exercise of any Performance Options (to the extent otherwise exercisable) shall not expire until (i) the eighteen (18) month anniversary of the Date of Termination or (ii) if later, such date as the Executive’s Service (as defined in the Omnibus Plan) with the Company shall terminate (but in no event beyond the remaining term of the option), and (6) if Executive timely elects continuation coverage pursuant to COBRA for Executive and his eligible dependents, within the time period prescribed by COBRA, the “Other Benefits”)Company will monthly reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to the Date of Termination) for Executive and his covered dependents until the earliest of (x) twelve months from the Date of Termination or (y) the date on which the Executive is eligible to receive subsequent employer-provided coverage, provided, that such COBRA reimbursements will be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid any adverse consequences to the Executive or to the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment Subject to your continued compliance with the Company covenants contained in the Restrictive Covenant Agreement attached as Exhibit B to the Agreement, if your employment is terminated (i) by the Company without Cause or (other than for Cause, Disability or deathii) or the Executive resigns your resignation from employment for Good Reason during the Termthen, then the Executive shall be entitled in addition to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsAccrued Obligations, the Company shallwill: (a) pay you a lump-sum cash payment on the sixtieth (60th) calendar day following the termination date in an aggregate amount equal to the Executive in a lump sum (i) any unpaid annual base salary that would have been paid to you during the twelve (12)-month period following the termination date (the “Severance Period”), less applicable taxes and withholdings (the “Severance Payment”); provided that, in the event the Company determines that you have materially violated any covenant contained in the Restrictive Covenant Agreement, you will be required to disgorge to the Company a prorated portion of the ExecutiveSeverance Payment, (ii) any accrued but unused and unpaid vacation pay determined on a daily basis from the date of such breach through the last day of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”)Severance Period; (b) continue to provide coverage during the Severance Period (or until you become eligible for comparable coverage under the medical health plans of a successor employer, if earlier) for you and any eligible dependents under all Company health and welfare plans in which you and any such dependents participated immediately prior to the Executive termination date, subject to any active-employee cost-sharing or similar provisions in accordance effect for you thereunder as of immediately prior to the termination date; provided that such coverage will not be provided in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time), and in lieu of providing the coverage described above, the Company will instead pay to you a fully taxable monthly cash payment in an amount such that, after payment by you of all taxes on such payment, you retain an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. For the avoidance of doubt, your health benefit coverage from the Company during the Severance Period shall run concurrent with the Company’s ordinary payroll practices, health continuation coverage period mandated by Section 4980B of the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 belowCode; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B pay you a prorated portion of the Code Annual Bonus payable with respect to the fiscal year in which such termination occurs determined on a daily basis, based on target level of achievement of the applicable performance goals for such year, payable on the sixtieth (“COBRA”), 60th) calendar day following the termination date; (d) pay you any previously earned Annual Bonus payable to you for any fiscal year of the Company will continue completed on or before the termination date that has not been paid to pay the share you as of the premium for such coverage that it pays for active and similarly-situated employees who receive termination date, payable on the same type of coverage until sixtieth (60th) calendar day following the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not applytermination date; and (de) treat all outstanding equity awards held by you in accordance with the terms of the applicable equity plan and award agreements; provided that, with respect to awards that vest (i) solely based on continued service with the Company, you will vest in any tranche scheduled to vest in accordance with the applicable award agreement during the Severance Period and (ii) based on the achievement of performance criteria, based on the actual achievement of such performance criteria that occurs during the Severance Period. ​ Notwithstanding the foregoing, this Section 1(e) shall not apply to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)Inducement Award.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment with the Company is terminated by the Company (without Cause and other than for Causedeath or Disability, Disability or death) or the Executive resigns terminates his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs (i) through (v) below (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 22 and, to the extent applicable, Section 28. (ai) The Cash Severance Amount shall be the amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to the Executive in a lump sum (i) any unpaid base salary by wire transfer on the first day of the Executive, seventh month following the termination date. (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Provided Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for timely elects continued coverage under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal group health plan pursuant to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) (“COBRA”), the Company will continue shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to pay the share exceed 18 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if necessary for Executive not to be subject to tax under Section 105 of the premium for such coverage Code. (iii) An amount equal to the annual bonus that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) would have been paid to Executive had he remained employed through the end of the Severance Period calendar year in which his employment terminates, to be calculated based on the level of achievement of the Company’s financial targets under the Company’s Management Incentive Program (or any successor to such plan) (“MIP”) at the end of the calendar year, provided that (i) any such determination shall be made without application of any modifier that is based on individual performance, and (ii) such bonus amount achieved, if any, shall be prorated based on a fraction, the numerator of which is the number of days of Executive’s employment during the applicable calendar year and the denominator of which is 365. This prorated amount shall be paid during the immediately following calendar year, and not later than, when the MIP participants are paid. (iv) If applicable, an amount equal to the unpaid annual bonus for the preceding calendar year that would have been paid to Executive had he remained employed through the date of the bonus payments under the MIP for the prior calendar year, which payment shall be made without application of any modifier that is based on individual performance. This amount shall be paid in the calendar year in which his employment terminates, and not later than, when the MIP participants are paid. (v) During the 12- month period following Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements termination of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedemployment, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the with outplacement services of Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectivelychoosing, the “Other Benefits”)cost of which shall not exceed $20,000.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claimsReason, the Company shall:shall pay Executive the Accrued Compensation and shall provide the additional payments and benefits set forth in this Section 5(c). As a condition to such additional payments and benefits, Executive must execute a full release of claims in a form satisfactory to the Company (the “Release”), which Release shall not be revoked and shall become fully effective and irrevocable within sixty (60) days of Executive’s termination, or such earlier deadline required by the Release (such deadline, the “Release Deadline”). (ai) The Company shall pay to Executive, on the Executive in Release Deadline, a lump sum amount (iless applicable payroll deductions) any unpaid base salary equal to (A) one and one-half (1-1/2) times her then current Base Salary, and (B) one and one-half (1-1/2) times her then current target bonus for the fiscal year in which such termination occurred as if the Company and Executive had fully achieved all applicable performance goals at their target level and remained employed through the date necessary to receive and fully earn payment of the Executive, such bonus. (ii) any accrued but unused and unpaid vacation pay The vesting of the Executiveall outstanding stock options, (iii) any earned and unpaid bonuses of the Executiverestricted stock units, and (iv) the amount of any unpaid restricted stock or other compensation previously deferred based equity awards then held by the Executive (together with any accrued interest or earnings thereonthe “Equity Awards”) (provided that this clause (iv) shall not cause accelerated payment of amounts are subject to Section 409A (as defined below) time-based vesting shall be accelerated so that the number of shares vested under such Equity Awards shall equal that number of shares that would have been vested if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”); (b) continue Executive had continued to provide render employment services to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary Company for a period of time after twelve (12) continuous months following the Date date of Termination equal Executive’s termination. The vesting of Equity Awards that are subject to 12 months (performance-based vesting shall accelerate only to the “Severance Period”), with payments beginning as extent provided in 4.4 below;the applicable award agreement. In addition, the period following such termination in which vested stock options or similar Equity Awards may be exercised shall be not be less than three (3) months following such termination. (ciii) Until the earlier of eighteen (18) months following the date of termination or the date Executive becomes eligible for group health insurance coverage through a new employer, if and while the Executive and his or her family qualifies for and elects to participate in continuation continue health insurance coverage under Section 4980B the Consolidated Budget Reconciliation Act of the Code 1985, as amended (“COBRA”), then so long as Executive is paying COBRA premiums, and beginning in the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the month following Executive’s COBRA continuation coverage expirestermination (or, unless if later, the Company’s providing Release Deadline, with a catch-up payment for payments for COBRA will violate deferred pending the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and (d) to the extent not previously paid or providedRelease Deadline), the Company shall timely pay or provide Executive a monthly payment equal to the Executive amount that was paid by the Company for such coverage as of the date of termination and any other amounts or benefits increases in such premiums during such period that may be required to maintain the same level of coverage. Executive shall be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under responsible for filing any plannecessary paperwork for COBRA coverage, program, policy, practice, contract or agreement of paying all premiums and providing the Company (collectively, the “Other Benefits”)with appropriate evidence of such premium payments.

Termination Without Cause or Resignation for Good Reason. If If, during the Employment Period, the Company terminates the Executive’s employment with the Company is terminated by the Company (other than for Cause, Cause or Disability or death) or the Executive resigns from his employment for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallReason: (ai) the Company shall pay to the Executive in a lump sum in cash within 30 days following the Date of Termination the aggregate of the following amounts: (A) the Accrued Obligations payable to the Executive under Section 4(a), except that the portion of the Accrued Obligations attributable to the Annual Bonus shall not be in the discretion of the Board of Directors and shall be paid at the time described in Section 4(b)(i) notwithstanding the timing of payment set forth in Section 4(a) and assuming for purposes of determining such bonus the achievement of target performance through the Date of Termination; and (B) a separate lump sum supplemental retirement benefit equal to the difference between (1) the aggregate value of the Profit Sharing Contribution Account and Matching Contribution Account (as defined in the ▇▇▇▇▇▇ Materials Profit Sharing 401(k) Plan or any successor plan thereto (the “401(k) Plan”)) and the Company Account (as defined in the SERP) under the SERP that the Executive would receive if (i) any unpaid base salary of the Executive’s employment continued at the compensation level provided for in Sections 3(a) and (b) of this Agreement (but assuming that such salary and bonus each increase 4% per annum) for two years following the Date of Termination, (ii) the Executive made pre-tax contributions at the highest permissible rate (disregarding any accrued but unused limitations imposed by the Code, which may or may not be set forth in the 401(k) Plan) for such two year period, and unpaid vacation pay (iii) the Profit Sharing Contribution Account, Matching Contribution Account, and Company Account were fully vested, and (2) the actual aggregate value of the vested portions of the Executive’s Profit Sharing Contribution Account, (iii) any earned and unpaid bonuses of the ExecutiveMatching Contribution Account, and Company Account, if any, under the 401(k) Plan and the SERP; (ivii) the amount without duplication of any unpaid compensation previously deferred by amounts described in Section 4(b)(i)(A), the Company shall pay to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment for a period of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through 24 months following the Date of Termination his then Annual Base Salary and Annual Bonus assuming for purposes of determining such bonus the achievement of the Target Amount. Such Annual Base Salary shall be paid at the time contemplated by Section 3(a) and such Annual Bonus shall be paid at the time contemplated by Section 3(b). In the event of the Executive’s death before all amounts due under the Subsection (collectivelyb)(ii) have been paid to the Executive, the “Accrued Obligations”)amounts payable to the Executive under this Subsection (b)(ii) shall be paid to the Executive’s Beneficiary; (biii) continue to provide to for the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a 24 month period of time after following the Date of Termination equal to 12 months or such longer period as any plan, program, practice or policy may provide (the “Severance Benefit Continuation Period”), with payments beginning as provided in 4.4 below; (c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will shall continue on the same terms and conditions the benefits to pay the share Executive and/or the Executive’s family provided to them under the plans, programs, practices and policies described in Section 3(e) as may be in effect from time to time with respect to other peer executives of the premium for such coverage Company and their families; provided, however, that it pays for active if the Executive becomes re-employed with another employer and similarly-situated employees who is eligible to receive medical or other welfare benefits under another employer provided plan, the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) medical and other welfare benefits described herein shall cease on the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, Executive becomes a participant in which case this benefit will not applysuch other plan; and (div) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required with up to be paid or $10,000 for outplacement services commensurate with those provided or which to terminated executives of comparable level made available through and at the Executive is eligible to receive following the Executive’s termination facilities of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)a reputable and experienced vendor.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or death) or if the Executive resigns Resigns for Good Reason during the TermReason, then the Executive shall be entitled to receive the following benefitspayments, subject to complianceand conditioned upon the Executive’s compliance with Section 4(d), where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shallbelow: (a) pay to the Executive in a lump sum (i) any unpaid base salary Annual Performance Bonus that had been awarded for the preceding fiscal year but not yet paid, which Annual Performance Bonus shall be payable at the same time and in the same manner as those paid to similarly situated executives, but in any event no later than March 15th of the Executive, calendar year following the applicable performance year; (ii) any accrued but unused and unpaid vacation pay a severance payment (the “Cash Severance”) equal to two times the sum of (a) the Executive’s Base Salary then in effect under Section 2(a), plus (iii) any earned and unpaid bonuses of the Executive, and (ivb) the amount of any unpaid compensation previously deferred by average Annual Performance Bonus actually paid to the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject pursuant to Section 409A (as defined below2(b) if not provided for under the terms by three years prior to the year in which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination occurs; provided, however, that if the Date of Termination occurs during the 24 months following a Change in Control (collectively, the “Accrued ObligationsCIC Period”); , then the Cash Severance shall equal three times the sum of (a) the Executive’s Base Salary then in effect under Section 2(a), plus (b) continue to provide to the Executive Executive’s target Annual Performance Bonus for the year in which the Date of Termination occurs, and in each case, the Cash Severance shall be payable in equal installments over 24 months following the Date of Termination or, in the case of a termination during the CIC Period, 36 months following the Date of Termination, and payable in accordance with the Company’s ordinary regular payroll practicespractices commencing within 60 days following the Date of Termination; provided, that if the payment of any amounts under this Section 4(b)(ii) is delayed pending the Executive’s base salary for execution and non-revocation of the Release (as defined in Section 4(d)), on the next payroll date first following the effective date of the Release, the Company shall pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Section 4(b)(ii) prior to the effectiveness of such Release; (iii) during the 18-month period of time commencing immediately after the Date of Termination equal and subject to 12 months the Executive’s timely and proper election of COBRA benefits, monthly reimbursement to the Executive for the costs of maintaining coverage for health benefits at the Executive’s current levels of benefits in effect immediately prior to the Date of Termination (including family coverage, if such coverage was in effect immediately prior to the “Severance Period”Date of Termination) under COBRA, payable in accordance with the terms of Section 4(e), with payments beginning as provided in 4.4 below; (civ) if the Company shall pay a bonus, based on actual performance and while prorated for the portion of the fiscal year the Executive was employed prior to the Date of Termination, payable at the same time and his or her family qualifies for and elects in the same manner as those paid to participate similarly situated executives, but in continuation health coverage under Section 4980B any event no later than March 15th of the Code (“COBRA”), calendar year following the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date year in which the Executive’s COBRA continuation coverage expirestermination occurs; provided, unless however, if the Companytermination occurs during the CIC Period, the pro rata bonus under this Section 4(b)(iv) shall be determined based on the Executive’s providing payments target Annual Performance Bonus, prorated for COBRA will violate the nondiscrimination requirements portion of applicable law, in which case this benefit will not applythe fiscal year the Executive was employed prior to the Date of Termination and payable within 60 days following the Date of Termination; and (dv) if upon the Date of Termination, the Executive holds any awards granted under any equity plan maintained by the Company that were granted after the Effective Date, including stock options, restricted stock units, performance-based restricted stock units, and any other stock-based award, all such awards shall become fully vested, exercisable, and payable upon such Date of Termination, with such awards to be payable within 60 days following such Date of Termination (or, if later, within 60 days following the extent not previously paid lapse of the substantial risk of forfeiture with respect to such award) or exercisable in the case of stock options for the post-termination exercise period set forth in such stock option agreement, with the achievement of any performance-based vesting conditions determined based on actual performance through the Date of Termination, as determined by the Compensation Committee, unless otherwise set forth in the underlying equity award agreement; provided, however, that if the Company shall timely pay or provide to Date of Termination occurs during the Executive CIC Period and during the first year of any other amounts or benefits required to performance period, then the performance level for such performance-based equity award will be paid or provided or which deemed achieved at the Executive is eligible to receive following target performance level unless otherwise set forth in the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”)underlying equity award agreement.