Common use of Termination without Cause or Resignation with Good Reason Clause in Contracts

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's employment hereunder "Without Cause", effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, the Company shall owe Employee severance (the "Severance Payment") in an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companies.

Termination without Cause or Resignation with Good Reason. The Company may (i) If Employee’s employment shall terminate Employee's employment hereunder "Without Cause", effective ten business days after written notice thereof from the Company without Cause pursuant to Section 3(a)(iv) or pursuant to Section 3(a)(v) due to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with ’s resignation for Good Reason, then, subject to Employee signing on or before the Company shall owe Employee severance 45th day following Employee’s Separation from Service (as defined below), and not revoking, a release of claims in the form attached as Exhibit A to this Agreement (the "“Release”), and Employee’s continued compliance with Sections 5 and 6, Employee shall receive, in addition to payments and benefits set forth in Section 3(c), the following: (A) an amount in cash equal to one (1) times the Annual Base Salary of Employee as of the Date of Termination (without regard to any reduction that triggers a termination for Good Reason), payable in the form of salary continuation in regular installments over the twelve (12) month period following the date of Employee’s Separation from Service (the “Severance Payment"Period”) in an amount equal to the greater of the Option I Severance and the Option II Severance. At accordance with the Company's option, the Severance Payment shall be paid either ’s normal payroll practices; and (aB) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that if Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee receive continued healthcare coverage continuation rights under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"”). Thereafter, the Company shall directly pay, or reimburse Employee shall be solely responsible for for, the full amount of such COBRA premiums for Employee and Employee’s covered dependents during the remainder period commencing on Employee’s Separation from Service and ending upon the earliest of (X) the last day of the Severance Period, (Y) the date that Employee and/or Employee’s covered dependents become no longer eligible for COBRA continuation periodor (Z) the date Employee becomes eligible to receive substantially comparable healthcare coverage from a subsequent employer. It is agreed that In the Severance Payment event Employee fails to sign the Release within 45 days, or revokes the Release, then Employee will not be entitled to receive the additional consideration in subparts (i) and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companies(ii).

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's In the event that Employer terminates your employment hereunder "Without without Cause", effective ten business or if you resign your employment for Good Reason, you shall be entitled to receive the following: a. Employer will pay and provide your Accrued Compensation and Benefits; b. Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days after written notice thereof of such year elapsed through the date of your termination of employment; c. Employer will pay you a severance payment (the “Severance Payment”) as follows: (i) Upon a termination of your employment without Cause at any time during the Employment Term or by you for Good Reason prior: three (3) times the sum of: (A) your annual Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date. (ii) Upon a termination of your employment for Good Reason during the Employment Term: the sum of: (A) three (3) times your annual Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) two (2) times the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date. d. All of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for (i) in the event such termination of employment is by Employer without Cause, the greater of the period provided in accordance with the provisions of grant, or for three (3) years from the Company to Employee. Employee may resign from end of Employment Term and (ii) in the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his event such termination of employment with is by you for Good Reason, the Company third anniversary of the date of such termination, but in each case, in no event beyond their normal expiration date; e. All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall owe Employee severance vest and be settled within ten (10) business days after your Termination Date; f. Employer will continue to provide you with life insurance coverage as set forth in Paragraph 5(b) until the end of the Original Employment Term (without regard to any earlier termination of the Employment Term) or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in Paragraph 5(b); and g. You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the "Severance Payment"“Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (A) 36 months following termination of your employment and (B) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the extent that you make a payment to Employer in an amount equal to the greater of monthly premium payments (both the Option I Severance employee and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (aemployer portion) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, required to maintain such coverage for a period commencing similarly situated active employee (and such employee’s dependants) of Employer on the termination date and ending on or before the first anniversary thereof, provided that Employee properly elects such coverage, day of each calendar month commencing with the Company first calendar month following Termination Date and Employer shall pay reimburse you (the "COBRA Payment"on a tax-grossed up basis) the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the remainder Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the COBRA continuation period. It is agreed that applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependants at no additional cost to you (including on a tax-grossed basis, if applicable) during the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the CompaniesContinuation Period.

Termination without Cause or Resignation with Good Reason. The (a) If the Executive is involuntarily terminated by the Company may terminate Employee's for any reason other than Disability, Retirement or Death, or Cause, provided that such termination of employment hereunder "constitutes a “Separation from Service” (as defined in Section 26 below) the termination shall be Without Cause", effective ten business days after written notice thereof . If the Executive resigns from the Company after a failure to Employee. Employee may resign from elect or re-elect, or to appoint or re-appoint, Executive as a senior executive officer of the Company, or after a material breach of this Agreement by the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment resignation will be with Good Reason. (b) If any event described in Section 9 above occurs, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon thirty (30) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the intended resignation, provided that the Company may elect to waive such thirty (30) day period. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Company, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Company and is engaged in good faith discussions to resolve any occurrence of an event described in Section 9 above. (c) If the Executive’s employment is terminated pursuant to this Section 9, within 90 days of the effective date of termination, as defined in Section 11(b), the Company shall owe Employee pay Executive or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to two years of the Base Salary plus, if the termination is during the first year of the Initial Term the average of the three most recent Bonuses earned by the Executive, if the termination is during the second year of the Initial Term, the average of the two most recent Bonuses earned by the Executive, and if after the second year of the Initial Term then the amount of the most recent Bonus earned by Executive, such that the payments are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (the "Severance Payment"“Code”) under the “short term deferral rule.” Such funds shall be paid in equal annual amounts over a period of three years. The first payment shall be made within 90 days of the effective date of termination, and the second and third payments shall be made no later than March 15th of each year subsequent to the date of termination. Also, all shares and restricted shares of the Company and options for the Company’s shares held by Executive which have been granted but are unvested pursuant to this Agreement shall be governed by the provisions of the governing plan documents. (d) If the Executive’s employment is terminated pursuant to this Section 9, Executive will be offered continuation coverage in accordance with COBRA. The Company will pay the applicable COBRA premiums for medical and dental coverage for the maximum coverage period (as defined by COBRA) for Executive and his qualified beneficiaries who timely elect COBRA coverage; provided, however, such payments will cease if COBRA coverage terminates early pursuant to applicable law. If the maximum coverage period ends and Executive has not obtained alternate employment that provides medical and dental coverage for Executive and his qualified beneficiaries, the Company will pay Executive an amount equal to the greater COBRA premiums for Executive’s use toward the cost of the Option I Severance alternate medical and the Option II Severancedental coverage. At the Company's option, the Severance Payment Such payments shall be paid either made to Executive no later than the fifteenth (15th) day of each month and will end on the earlier of: (a) in equal monthly installments during the "Remaining Nontwenty-Compete Term"four (24) months from Executive’s Termination Date, or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income date Executive becomes eligible for alternate medical and employment taxes from the Severance Paymentdental coverage. In addition, the Company will pay the applicable premium for Executive’s life and disability coverage for a period commencing on the termination date and ending on the first anniversary thereofof up to twenty-four (24) months after his Date of Termination, provided that Employee properly Executive elects to port or convert such coverage. The Company’s premium payments for life and disability coverage will cease when payments for Executive’s medical and dental coverage (whether via COBRA premium payments or direct payments to Executive) end. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive in installments over twenty-four (24) months a payment reasonably estimated to be equal to the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount value of such COBRA premiums for benefits or the remainder value of the COBRA continuation periodremaining benefits at the time of such determination. It is agreed that the Severance Payment and the COBRA Payment The Company’s payments under this paragraph shall constitute all amounts owed by the Companies to Employee terminate for the termination each type of his coverage if Executive obtains other employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesoffers such coverage.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's In the event that Employer terminates your employment hereunder "Without without Cause", effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his your resign your employment with for Good Reason, you shall be entitled to receive the following: a. Employer will pay and provide your Accrued Compensation and Benefits; b. Employer will pay you a pro rated Bonus for the fiscal year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the Termination Date, such amount, before the daily pro ration, to be multiplied by the performance multiplier approved by the Compensation Committee in respect of Company shall owe Employee financial and quantitative goals for such year under the Senior Executive STIP (with the method for determining such performance multiplier to correspond to the method used under the Senior Executive STIP as of the Amendment Date to adjust target STIP payout amounts based on Company performance), with such pro rated Bonus to be paid in accordance with paragraph 3(b)(iv) of this Agreement; c. Employer will pay you a severance payment (the "“Severance Payment"”) equal in an amount equal to the greater sum of: (such sum being the “Severance Amount”); provided, however, that if fewer than 36 months remain in the Employment Term at the Termination Date, the amount of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in will equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In additionAmount multiplied by a fraction the numerator of which is the number of months (including partial months) remaining in the Employment Term (but in no event will the numerator be less than 12) and the denominator of which is 36. d. all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); e. the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for a period commencing on Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; f. all of your unvested Target PRSU Awards and Matching RSUs will vest and be settled as promptly as administratively practicable after your Termination Date; and g. Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the termination date and ending on end of the first anniversary thereofEmployment Term or, provided that Employee properly elects such coverageif earlier, the Company shall pay (date on which you become eligible for at least as much insurance coverage from a third party employer at the "COBRA Payment") employer’s expense; provided, however, that Employer may decrease the premiums necessary to provide Employee amount of life insurance coverage continuation rights under it provides you so along as the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed coverage that the Severance Payment it continues to provide, and the COBRA Payment shall constitute all amounts owed by amount of such coverage provided to you from a third party employer at the Companies to Employee for employer’s expense, aggregates at least the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code amount set forth in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesparagraph 6(b).

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's employment hereunder "In the event of a Termination Without Cause", effective ten business days after written notice thereof from Cause (other than in the Company to Employee. Employee may resign from the Company with "case of disability) or a Resignation With Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, : (i) the Company shall owe Employee severance pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the "Severance Payment"Date of Termination; and (ii) in the Company shall pay to the Executive an amount equal to the greater balance of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums Base Salary for the remainder of the COBRA continuation period. It is agreed that Agreement and any Incentive Compensation including the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee Target Incentive then in effect for the year in which such termination occurs and each year remaining during the term of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits this Agreement. Said amount shall be owed by paid to the Companies Executive in a lump sum in cash within thirty (30) days after the Date of Termination; and (iii) an amount equal to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) the sum of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be maximum contributions that could have been made by the Company unless Employee executes a waiver on the Executive's behalf to all defined contribution plans of the Company on the same basis as in a form satisfactory effect on the Date of Termination for the remainder of the Agreement shall be paid to the trustees of such plan(s) within thirty (30) days after the Date of Termination, however, in the event any such plan(s) will not allow such payment(s) the Company releasing shall pay to the Companies Executive in lump sum in cash within thirty (30) days after the Date of Termination the total amount not accepted by any such plan(s); and (iv) the Executive shall be entitled to receive all benefits accrued by him as of the Date of Termination under the Company's retirement, incentive or other benefit plans in which the Executive was participating as of the Date of Termination (but only to the extent not previously paid or distributed to the Executive) in such manner and at such time as are provided under the terms of such plans; and (v) the Company agrees that in the event the Executive and/or his dependents elect to continue health coverage under COBRA and remain eligible for COBRA coverage continuation, the Company will pay all premium costs for such coverage continuation for the Executive and/or his dependants to the full extent and duration allowed by COBRA. (vi) the Company agrees that in the event the Executive is so terminated or resigns during the initial three (3) year term of this Agreement, any stock options granted to the Executive pursuant to Paragraph 4(g) hereof which at that point have not fully vested, shall vest immediately and the Executive shall have thirty (30) days from any claims Employee may assert against the CompaniesDate of Termination (as defined above) to exercise such options. (vii) except as otherwise provided in Paragraph 15 hereof, all other obligations of the Company hereunder shall cease forthwith.

Termination without Cause or Resignation with Good Reason. The (a) If the Executive is involuntarily terminated by the Company may terminate Employee's for any reason other than Disability, Retirement or Death, or Cause, provided that such termination of employment hereunder "constitutes a “Separation from Service” (as defined in Section 26 below) the termination shall be Without Cause", effective ten business days after written notice thereof . If the Executive resigns from the Company after a failure to Employee. Employee may resign from elect or re-elect, or to appoint or re-appoint, Executive as a senior executive officer of the Company, or after a material breach of this Agreement by the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment resignation will be with Good Reason. (b) If any event described in Section 9 above occurs, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon thirty (30) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the intended resignation, provided that the Company may elect to waive such thirty (30) day period. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Company, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Company and is engaged in good faith discussions to resolve any occurrence of an event described in Section 9 above. (c) If the Executive’s employment is terminated pursuant to this Section 9, within 90 days of the effective date of termination, as defined in Section 11(b), the Company shall owe Employee pay Executive or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to two years of the Base Salary plus, if the termination is during the first year of the Initial Term the average of the three most recent Bonuses earned by the Executive, if the termination is during the second year of the Initial Term, the average of the two most recent Bonuses earned by the Executive, and if DOCPROPERTY "CUS_DocIDChunk0" PD.31042877.5 after the second year of the Initial Term then the amount of the most recent Bonus earned by Executive, such that the payments are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (the "Severance Payment"“Code”) under the “short term deferral rule.” Such funds shall be paid in equal annual amounts over a period of three years. The first payment shall be made within 90 days of the effective date of termination, and the second and third payments shall be made no later than March 15th of each year subsequent to the date of termination. Also, all shares and restricted shares of the Company and options for the Company’s shares held by Executive which have been granted but are unvested pursuant to this Agreement shall be governed by the provisions of the governing plan documents. (d) If the Executive’s employment is terminated pursuant to this Section 9, Executive will be offered continuation coverage in accordance with COBRA. The Company will pay the applicable COBRA premiums for medical and dental coverage for the maximum coverage period (as defined by COBRA) for Executive and his qualified beneficiaries who timely elect COBRA coverage; provided, however, such payments will cease if COBRA coverage terminates early pursuant to applicable law. If the maximum coverage period ends and Executive has not obtained alternate employment that provides medical and dental coverage for Executive and his qualified beneficiaries, the Company will pay Executive an amount equal to the greater COBRA premiums for Executive’s use toward the cost of the Option I Severance alternate medical and the Option II Severancedental coverage. At the Company's option, the Severance Payment Such payments shall be paid either made to Executive no later than the fifteenth (15th) day of each month and will end on the earlier of: (a) in equal monthly installments during the "Remaining Nontwenty-Compete Term"four (24) months from Executive’s Termination Date, or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income date Executive becomes eligible for alternate medical and employment taxes from the Severance Paymentdental coverage. In addition, the Company will pay the applicable premium for Executive’s life and disability coverage for a period commencing on the termination date and ending on the first anniversary thereofof up to twenty-four (24) months after his Date of Termination, provided that Employee properly Executive elects to port or convert such coverage. The Company’s premium payments for life and disability coverage will cease when payments for Executive’s medical and dental coverage (whether via COBRA premium payments or direct payments to Executive) end. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive in installments over twenty-four (24) months a payment reasonably estimated to be equal to the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount value of such COBRA premiums for benefits or the remainder value of the COBRA continuation periodremaining benefits at the time of such determination. It is agreed that the Severance Payment and the COBRA Payment The Company’s payments under this paragraph shall constitute all amounts owed by the Companies to Employee terminate for the termination each type of his coverage if Executive obtains other employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesoffers such coverage.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's In the event at any time of (i) the termination of the employment hereunder "Without Cause", effective ten business days after written notice thereof of the EXECUTIVE without Cause (for any reason other than by death or Disability) or (ii) the resignation of the EXECUTIVE from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business EMPLOYER within 30 days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with of an event constituting Good Reason, the Company EMPLOYER shall owe Employee severance pay or provide to the EXECUTIVE the following: (i) any earned and accrued but unpaid installment of base salary through the "Severance Payment"date of the EXECUTIVE’s resignation or termination at the rate in effect immediately prior to such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the EXECUTIVE is entitled as of such date under any compensation plan or program of the EMPLOYER (including payment for any vacation time not taken during the year in which termination occurs), such payments to be made in a lump sum within 15 days following the date of resignation or termination; and (ii) the amount the EXECUTIVE would have been entitled to pursuant to Section 4.2, 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 executives of the EMPLOYER; and (iii) in lieu of any further salary payments to the EXECUTIVE for periods subsequent to his date of resignation or termination, an amount equal to the greater EXECUTIVE’s base salary in effect immediately prior to the EXECUTIVE’s resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) for the period (the “Period”) that is the unexpired portion of the Option I Severance Term plus up to a maximum of twelve (12) months being the period in which the EXECUTIVE is unable to find another suitable employment position. In order to ensure compliance with Section 3.3, in the event that the termination or resignation occurs between March 31, 2007 and March 31, 2008, then the Period shall be one (1) year plus up to a maximum of twelve (12) months being the period in which the EXECUTIVE is unable to find another suitable employment position. The payment for the unexpired portion of the term (or the minimum one (1) year period) shall be made in a lump sum within 15 days following the date of the EXECUTIVE’s resignation or termination while the other portion shall be payable to the EXECUTIVE in the same manner as his base salary is paid hereunder; and (iv) a lump sum payment equal to the average annual bonus paid to the EXECUTIVE for any of the 3 fiscal years ending prior to date of the EXECUTIVE’s resignation or termination (which bonus for the fiscal year ending January 31, 2003 shall be multiplied by 3 as same covers a four month period of employment), multiplied by a fraction, the numerator of which is the number of days in the Period and the Option II Severancedenominator of which is 365, such amount, as can be determined, to be paid within 15 days of such termination and any additional amount to be paid within 15 days of determination; and (v) the EMPLOYER shall maintain in full force and effect for the Period, all financial planning, health and dental programs (not life or disability programs) in which the EXECUTIVE was entitled to participate either immediately prior to the EXECUTIVE’s resignation or termination 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 plans and programs. At the Company's optionAdditionally, the Severance Payment EXECUTIVE shall be paid either (a) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one a lump sum payable within 30 days cash payment of $24,000 in full satisfaction of participation in all disability and life insurance programs, which participation (other than receipt of benefits) shall not continue following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the EXECUTIVE’s termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesemployment.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's In the event at any time of (i) the termination of the employment hereunder "Without Cause", effective ten business days after written notice thereof of the EMPLOYEE without Cause (for any reason other than by death) or (ii) the resignation of the EMPLOYEE from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business EMPLOYER within 30 days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with of an event constituting Good Reason, the Company EMPLOYER shall owe Employee severance pay or provide to the EMPLOYEE the following: i. any earned and accrued but unpaid installment of base salary through the date of the EMPLOYEE’s resignation or termination at the rate in effect immediately prior to such resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the EMPLOYEE is entitled as of such date under any compensation plan or program of the EMPLOYER (including payment for any vacation time not taken during the year in which termination occurs and any accrued unpaid vacation from the prior year), such payments to be made in a lump sum within 15 days following the date of resignation or termination; and ii. a prorated bonus consisting of the amount the EMPLOYEE would have been entitled to pursuant to Section 4.3 had the EMPLOYEE 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 executives of the EMPLOYER; and iii. in lieu of any further salary payments to the EMPLOYEE for periods subsequent to his date of resignation or termination, an amount equal to the EMPLOYEE’s base salary in effect immediately prior to the EMPLOYEE’s resignation or termination (or, if greater, immediately prior to the occurrence of an event that constitutes Good Reason) for the period (the "Severance Payment"“Period”) that is the unexpired portion of the Term plus up to a maximum of twelve (12) months being the period in which the EMPLOYEE is unable to find another suitable employment position. In the event that the termination or resignation occurs between March 31, 2010 and March 31, 2011, then the Period shall be one (1) year plus up to a maximum of twelve (12) months being the period in which the EMPLOYEE is unable to find another suitable employment position. The payment for the unexpired portion of the term (or the minimum one (1) year period) shall be made in a lump sum within 15 days following the date of the EMPLOYEE’s resignation or termination while the other portion shall be payable to the EMPLOYEE in the same manner as his base salary is paid hereunder; and iv. An amount equal to the average annual bonus paid to the EMPLOYEE for the last three (3) fiscal years ending prior to date of the EMPLOYEE’s resignation or termination, multiplied by a fraction, the numerator of which is the number of days in the Period and the denominator of which is 365. The payment for the unexpired portion of the term (or the minimum one (1) year period) shall be made in a lump sum within fifteen (15) days following the later of the date of the EMPLOYEE’s resignation or termination and the date that such amount can be determined if a bonus for the immediately preceding fiscal year has not yet been calculated while the other portion shall be payable to the EMPLOYEE on a monthly basis on the first day of each month until such time as the EMPLOYEE is able to find another suitable employment position in an amount equal to the greater one-twelfth (1/12) of the Option I Severance average annual bonus for the three (3) fiscal years ending prior to the date of the EMPLOYEE’s resignation or termination; and v. the EMPLOYER shall maintain in full force and effect for the Period, all benefits including but not limited to the financial planning arrangements and the Option II Severancelife, disability, vision, health, and dental plans as described in Section 4.5 in which the EMPLOYEE was entitled to participate either immediately prior to the EMPLOYEE’s resignation or termination or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the EMPLOYEE’s continued participation is possible under the general terms and provisions of such plans and programs; and vi. At the Company's optionadditionally, the Severance Payment EMPLOYEE shall be paid, if not already paid either by Mayors, a lump sum cash payment of $ 39,000 per annum and payable with respect to the unexpired portion of the term (aor the minimum one (1) year period) in equal monthly installments during the "Remaining Non-Compete Term", or (b) in one a lump sum payable within 30 fifteen (15) days following the date of EMPLOYEE’s resignation or termination date. The Company shall withhold all applicable income and employment taxes from with respect to the Severance Payment. In additionother portion on a monthly basis, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee which amounts shall be solely responsible for in full satisfaction of premium reimbursement in all supplemental disability and life insurance coverage under Section 4.6 and described in Exhibit C. EMPLOYER’s payment shall cease at the full amount end of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reasonand the severance period. EMPLOYEE shall provide to EMPLOYER, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) for informational purposes only, copies of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesinvoices for such premiums.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's In the event that Employer terminates your employment hereunder "Without without Cause", effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his your resign your employment with for Good Reason, you shall be entitled to receive the following: a. Employer will pay and provide your Accrued Compensation and Benefits; b. Employer will pay you a prorated Bonus for the fiscal year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the Termination Date, such amount, before the daily pro ration, to be multiplied by the performance multiplier approved by the Compensation Committee in respect of Company shall owe Employee financial and quantitative goals for such year under the Senior Executive STIP (with the method for determining such performance multiplier to correspond to the method used under the Senior Executive STIP as of the Amendment Date to adjust target STIP payout amounts based on Company performance), with such prorated Bonus to be paid in accordance with paragraph 3(b)(iv) of this Agreement; c. Employer will pay you a severance payment (the "“Severance Payment"”) equal in an amount equal to the greater sum of: i. three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and ii. three (3) times the higher of (X) the average of the Option I annual cash Bonuses payable to you (whether or not actually paid) with respect to the last three completed fiscal years prior to the Termination Date and (Y) the Target Bonus at the Termination Date (or, if your Target Bonus has been reduced in violation of this Agreement, your highest Target Bonus during the Employment Term) (the “Applicable Bonus Amount”). (such sum being the “Severance Amount”). d. all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable until the Option II Severance. At applicable date set forth in paragraph 4(a)(iv); e. the Company's optionnumber of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; and f. Employer will continue to provide you with life insurance coverage as set forth in paragraph 6(b) until the end of the Employment Term or, if earlier, the Severance Payment shall be paid either (a) in equal monthly installments during date on which you become eligible for at least as much insurance coverage from a third-party employer at the "Remaining Non-Compete Term"employer’s expense; provided, or (b) in one lump sum payable within 30 days following however, that Employer may decrease the termination date. The Company shall withhold all applicable income and employment taxes from amount of life insurance coverage it provides you so long as the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed coverage that the Severance Payment it continues to provide, and the COBRA Payment shall constitute all amounts owed by amount of such coverage provided to you from a third-party employer at the Companies to Employee for employer’s expense, aggregates at least the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code amount set forth in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesparagraph 6(b).

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's employment hereunder "Without Cause"Other than in the case of a Change in Control as defined in the Executive Change In Control Agreement referred to in Section VIII(K) below, effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If if the Company terminates Employee Without Executive’s employment without Cause or if Employee Executive terminates his employment with for Good Reason, then Executive shall be entitled to receive the Company shall owe Employee following termination payments: (1) The Standard Termination Payments, as well as any benefits provided for in the Equity Plan and Cash Plan; and (2) As severance (pay, and subject to Executive’s execution and non-revocation of a release and waiver agreement provided to Executive by the "Severance Payment") Company, and so long as Executive is in compliance with Section IV of this Agreement, an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's option, the Severance Payment shall be paid either (a) in equal monthly installments during the "Remaining Nonamount of remaining Salary that Executive would have earned if he had continued employment with the Company through the expiration of the then-Compete Term"remaining term of this Agreement, or (b) one times Executive’s Salary plus one times the greater of the cash incentive payment paid to the Executive for the prior fiscal year or the Target Cash Compensation for the current fiscal year. The payments hereunder will be paid within five business days, provided, however the payment may be delayed as required to avoid additional tax for a “specified employee” under Section 409A as stated in one lump sum payable within 30 days following the termination dateSection VIII(G). The Company shall withhold all applicable income will cause to be continued life, medical, dental and employment taxes from disability coverage substantially identical to the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made maintained by the Company unless Employee executes a waiver for Executive prior to his termination at no premium cost to Executive, except to the extent such coverage may be changed in its application to all Company employees. Such coverage shall cease upon the earlier of (i) the expiration of the remaining term of this Agreement or (ii) eighteen (18) months after the Executive’s date of termination. If the provision of any of the benefits covered by this Section would trigger the 20% excise tax and interest penalties under Section 409A of the Code, then the benefit(s) that would trigger such tax and interest penalties shall not be provided (collectively the “Excluded Benefits”), and in lieu of the Excluded Benefits the Company will pay to Executive, in a form satisfactory lump sum within thirty business days following termination of employment or thirty business days after such determination, should it occur after termination of employment, a cash amount equal to the Company releasing cost to the Companies from any claims Employee may assert against Bank of providing the CompaniesExcluded Benefits.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's ’s employment hereunder "“Without Cause"”, effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "“Good Reason" ” effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment with Good Reason, the Company shall owe Employee severance (the "“Severance Payment"”) in an amount equal to the greater of the Option I Severance and the Option II Severance. At the Company's ’s option, the Severance Payment shall be paid either (a) in equal monthly installments during the "“Remaining Non-Compete Term"”, or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In addition, for a period commencing on the termination date and ending on the first anniversary thereof, provided that Employee properly elects such coverage, the Company shall pay (the "“COBRA Payment"”) the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed that the Severance Payment and the COBRA Payment shall constitute all amounts owed by the Companies to Employee for the termination of his employment Without Cause or Employee's ’s resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companies.

Termination without Cause or Resignation with Good Reason. The Company may terminate Employee's In the event that Employer terminates your employment hereunder "Without without Cause", effective ten business days after written notice thereof from the Company to Employee. Employee may resign from the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his your resign your employment with for Good Reason, you shall be entitled to receive the following: a. Employer will pay and provide your Accrued Compensation and Benefits; b. Employer will pay you a prorated Bonus for the fiscal year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the Termination Date, such amount, before the daily pro ration, to be multiplied by the performance multiplier approved by the Compensation Committee in respect of Company shall owe Employee financial and quantitative goals for such year under the Senior Executive STIP (with the method for determining such performance multiplier to correspond to the method used under the Senior Executive STIP as of the Amendment Date to adjust target STIP payout amounts based on Company performance), with such prorated Bonus to be paid in accordance with paragraph 3(b)(iv) of this Agreement; c. Employer will pay you a severance payment (the "“Severance Payment"”) equal in an amount equal to the greater sum of: i three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and ii three (3) times the higher of (X) the average of the Option I annual cash Bonuses payable to you (whether or not actually paid) with respect to the last three completed fiscal years prior to the Termination Date and (Y) the Target Bonus at the Termination Date (or, if your Target Bonus has been reduced in violation of this Agreement, your highest Target Bonus during the Employment Term) (the “Applicable Bonus Amount”) (such sum being the “Severance and Amount”); provided, however, that if fewer than 36 months remain in the Option II Severance. At Employment Term at the Company's optionTermination Date, the amount of the Severance Payment shall be paid either (a) in will equal monthly installments during the "Remaining Non-Compete Term", or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income and employment taxes from the Severance Payment. In additionAmount multiplied by a fraction the numerator of which is the number of months (including partial months) remaining in the Employment Term (but in no event will the numerator be less than 12) and the denominator of which is 36. d. all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable until the applicable date set forth in paragraph 4(a)(v); e. the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for a period commencing on Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested; f. all of your unvested PRSUs will vest at the termination date target level and ending on be settled as promptly as administratively practicable after your Termination Date; and g. Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b) until the first anniversary thereofend of the Employment Term or, provided that Employee properly elects such coverageif earlier, the Company shall pay (date on which you become eligible for at least as much insurance coverage from a third party employer at the "COBRA Payment") employer’s expense; provided, however, that Employer may decrease the premiums necessary to provide Employee amount of life insurance coverage continuation rights under it provides you so along as the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount of such COBRA premiums for the remainder of the COBRA continuation period. It is agreed coverage that the Severance Payment it continues to provide, and the COBRA Payment shall constitute all amounts owed by amount of such coverage provided to you from a third party employer at the Companies to Employee for employer’s expense, aggregates at least the termination of his employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code amount set forth in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesparagraph 5(b).

Termination without Cause or Resignation with Good Reason. The (a) If the Executive is involuntarily terminated by the Company may terminate Employee's for any reason other than Disability, Retirement or Death, or Cause, provided that such termination of employment hereunder "constitutes a “Separation from Service” (as defined in Section 25 below) the termination shall be Without Cause", effective ten business days after written notice thereof . If the Executive resigns from the Company after a failure to Employee. Employee may resign from elect or re-elect, or to appoint or re-appoint, Executive as a senior executive officer of the Company, or after a material breach of this Agreement by the Company with "Good Reason" effective ten business days after written notice thereof from Employee to the Company. If the Company terminates Employee Without Cause or if Employee terminates his employment resignation will be with Good Reason. (b) If any event described in Section 9 above occurs, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon thirty (30) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said right to elect. The Company shall have thirty (30) days to cure the conditions giving rise to the intended resignation, provided that the Company may elect to waive such thirty (30) day period. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Company, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Company and is engaged in good faith discussions to resolve any occurrence of an event described in Section 9 above. (c) If the Executive’s employment is terminated pursuant to this Section 9, within 90 days of the effective date of termination, as defined in Section 11(b), the Company shall owe Employee pay Executive or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to twelve months of the Base Salary, such that the payments are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, (the "Severance Payment"“Code”) under the “short term deferral rule.” Such funds shall be paid in equal annual amounts over a period of three years. The first payment shall be made within 90 days of the effective date of termination, and the second and third payments shall be made no later than March 15th of each year subsequent to the date of termination. Also, all shares and restricted shares of the Company and options for the Company’s shares held by Executive which have been granted but are unvested pursuant to this Agreement shall be governed by the provisions of the governing plan documents. (d) If the Executive’s employment is terminated pursuant to this Section 9, Executive will be offered continuation coverage in accordance with COBRA. The Company will pay the applicable COBRA premiums for medical and dental coverage for the maximum coverage period (as defined by COBRA) for Executive and his qualified beneficiaries who timely elect COBRA coverage; provided, however, such payments will cease if COBRA coverage terminates early pursuant to applicable law. If the maximum coverage period ends and Executive has not obtained alternate employment that provides medical and dental coverage for Executive and his qualified beneficiaries, the Company will pay Executive an amount equal to the greater COBRA premiums for Executive’s use toward the cost of the Option I Severance alternate medical and the Option II Severancedental coverage. At the Company's option, the Severance Payment Such payments shall be paid either made to Executive no later than the fifteenth (15th) day of each month and will end on the earlier of: (a) in equal monthly installments during the "Remaining Nontwenty-Compete Term"four (24) months from Executive’s Termination Date, or (b) in one lump sum payable within 30 days following the termination date. The Company shall withhold all applicable income date Executive becomes eligible for alternate medical and employment taxes from the Severance Paymentdental coverage. In addition, the Company will pay the applicable premium for Executive’s life and disability coverage for a period commencing on the termination date and ending on the first anniversary thereofof up to twenty-four (24) months after his Date of Termination, provided that Employee properly Executive elects to port or convert such coverage. The Company’s premium payments for life and disability coverage will cease when payments for Executive’s medical and dental coverage (whether via COBRA premium payments or direct payments to Executive) end. If the Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations (including, but not limited to the Affordable Care Act) prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Company to penalties, then the Company shall pay Executive in installments over twenty-four (24) months a payment reasonably estimated to be equal to the "COBRA Payment") the premiums necessary to provide Employee coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Thereafter, Employee shall be solely responsible for the full amount value of such COBRA premiums for benefits or the remainder value of the COBRA continuation periodremaining benefits at the time of such determination. It is agreed that the Severance Payment and the COBRA Payment The Company’s payments under this paragraph shall constitute all amounts owed by the Companies to Employee terminate for the termination each type of his coverage if Executive obtains other employment Without Cause or Employee's resignation with Good Reason, and that no other payments or benefits shall be owed by the Companies to Employee under any severance or benefit plan other than any benefits under a retirement plan that is qualified under Section 401(a) of the Internal Revenue Code in which Employee is fully vested. No Severance Payment or COBRA Payment shall be made by the Company unless Employee executes a waiver in a form satisfactory to the Company releasing the Companies from any claims Employee may assert against the Companiesoffers such coverage.