Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfAt any time the Company shall have the right to terminate Executive’s employment hereunder without Cause by providing Executive with thirty (30) days’ prior written notice of the Company’s election to terminate without Cause. In the event of any termination pursuant to this Section 9(b), during or in the Employment Periodevent of the Company’s election to terminate Executive’s employment by delivering a Notice of Non-Renewal as described in Section 2(a) above, at such time as Cause does not exist, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall: (i) concurrent with such termination, the Company shall pay to Executive the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationAccrued Obligations; (ii) the Company shall continue pay to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Annual Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)described in Section 4(a) and all other benefits which would otherwise be payable hereunder for a period of twelve (12) months if following the effective date Date of Termination (the “Salary Continuation Period”); (iii) pay to Executive any Annual Bonus awarded by the Compensation Committee for the fiscal year preceding the year in which the Date of Termination occurs but remains unpaid, provided that such payment will be made at substantially the same time as other participants under the applicable bonus plan are paid; (iv) pay to Executive the pro rata portion of the termination Annual Bonus for the fiscal year in which the Date of Termination occurs that is earned for any fiscal quarter completed prior to the Date of Termination, provided that such payment will be made at substantially the same time as other participants under the applicable bonus plan are paid; (v) pay to Executive any portion of the Executive's employment with the Company under this Transaction Incentive Fee to which he is entitled pursuant to Section 4(d) occurs ), provided that such payment will be made at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this such time as provided in Section 4(d); (vi) occurs at least five years after to the extent permitted by each employee benefit plan, continue Executive's Date of Hire’s participation in any employee benefit plan described in Section 5(a) during the Salary Continuation Period; provided, however, that if, prior to the end of such periodextent an employee benefit plan precludes Executive’s continued participation in that plan following his termination without Cause, the Company will not grant Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount a payout in lieu of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)benefit; and (ivvii) vest on the Date of Termination, all unvested options that otherwise would be eligible for vesting less than six (6) months after the Date of Termination, provided that these options will expire in accordance with the terms of the Option Plan and Option Agreement; provided that, notwithstanding any provision in this Agreement to the contrary, as an express contractual condition to the Company’s obligation to provide any of the foregoing payments or benefits under this Section 9(b) other than payment of the Accrued Obligations, Executive shall be entitled execute and deliver a general release, in the form attached hereto as Exhibit A, of any and all common law, statutory and/or other rights, claims or causes of action of any kind, including without limitation any rights, claims or causes of action based upon this Agreement or otherwise arising out of or related to his the Executive’s employment by, and/or the termination of the Executive’s employment with, the Company or any of its affiliates (except for the Company’s obligations under this Agreement). Further, Executive shall forfeit all rights to indemnification such payments and benefits unless such release is signed and delivered (and no longer subject to any applicable revocation or rescission rights) within thirty (30) days following the date of the Date of Termination. If the foregoing release is executed and delivered (and no longer subject to revocation or rescission), then the payments under Section 5 hereof9(b)(i) and (ii) (other than reimbursements made in accordance with Section 4(e)) shall begin within sixty (60) days following the Date of Termination; provided, however, that if the sixty (60) day period begins in one calendar year and ends in the second calendar year, all payments will be made in the second calendar year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately following the Date of Termination, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of Termination. The Company will not pay to Executive any sick days, personal days or vacation time which Executive has accrued prior to the Date of Termination but has not used prior to the Date of Termination. Other than the obligation to make the payments described in this Section 9(b), the Company and its affiliates shall have no further liability or obligation to Executive hereunder following a termination without Cause, or upon the Company’s delivery of a Notice of Non-Renewal.

Termination Without Cause. IfIf the IESO terminates this Agreement without cause in accordance with Section 3.2(g), during the Employment Participant’s entitlement to a EE Capacity Payment shall be determined as follows: (a) If the IESO terminates this Agreement prior to the submission of the Participant’s EE Resource Plan Update for an Obligation Period, the Company Participant shall be entitled to a EE Capacity Payment for such Obligation Period calculated as follows: EE Capacity Payment = 0.5 x (EE Capacity Obligation X Accepted Offer Price) (b) If the IESO terminates this Agreement following the employment submission of the Executive hereunder Participant’s EE Resource Plan Update for a respective Obligation Period but before the commencement of such Obligation Period, the Participant shall be entitled to a EE Capacity Payment for such Obligation Period calculated as follows: EE Capacity Payment = 0.7 x (EE Capacity Obligation X Accepted Offer Price) (c) If the IESO terminates this Agreement during an Obligation Period, the Participant shall submit a M&V Report for each Energy Efficiency Resource for any reason other than completed portion of the Obligation Period within sixty (60) calendar days of receiving notice of the termination and, subject to the IESO’s approval of such M&V Report, shall be entitled to a reason set forth in Section 4(a), 4(b) or 4(c):EE Capacity Payment for such Obligation Period calculated as the sum of the following: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmentCD/TD) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; x (iiAccepted Offer Price) the Company shall continue to pay the Executive his Base Salary, average Bonus x (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e2 x delivered EE Capacity – EE Capacity Obligation); and (ivii) 0.7 x (RD/TD) x EE Capacity Obligation X Accepted Offer Price Where: CD = completed days in the Executive shall Obligation Period RD = remaining days in the Obligation Period, calculated as TD - CD TD = total days in the Obligation Period (d) If the IESO terminates this Agreement following the completion of an Obligation Period, the EE Capacity Payment for such Obligation Period will be entitled to his rights to indemnification under calculated normally in accordance with Section 5 hereof5.5.

Termination Without Cause. IfSubject to the provisions of Section 2 hereof, during the Employment Period, the Company terminates upon termination of the employment of the Executive hereunder for any reason other than a reason set forth by the Company without cause after completion of the notice period provided in Section 4(a2(b), 4(b) or 4(c): the Executive shall be entitled to receive: (i) concurrent the amount of the Executive’s Base Salary accrued with such termination, the Company shall pay respect to the Executive an amount period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a salary continuation benefit for a period of six (6) months following the date of termination of Executive’s employment, at a rate equal to his accrued the rate of Executive’s Base Salary up to as of the day immediately preceding the date of termination, prorated Bonus (based on payable at the same percentage times and in the manner of accrued Base Salary as compared the Company’s regular payroll practices, provided, however, that this period of salary continuation benefit will be reduced by that number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period and shall be further reduced to the annual Base Salary multiplied times extent that the average Company pays salary in lieu of employment of Executive during the annual Bonuses Notice Period and (iii) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive for the three fiscal years year of the Company immediately preceding such termination the year in which Executive’s employment is terminated, multiplied by (y) a fraction, the numerator of employment) which is the number of days of Executive’s employment by the Company during the fiscal year of the Company in which Executive’s employment is terminated, and any amounts the denominator of which is 365. Any amount payable to the Executive pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; clause (ii) the Company or (iii) of this Section 6(a) shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses be paid to the Executive for only in the three fiscal years event that he executes a release of liability in favor of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata in a form satisfactory to the Company and to the extent that Executive on is not otherwise in breach of this Agreement or such release agreement at the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period time of twelve months if payment. Notwithstanding anything else contained herein, in the effective date of event that the termination of Executive is terminated without cause within the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date period following a “change of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer control” (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodas defined herein), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to receive the benefits set forth in Section 3(e); and (iv6(d) in lieu of the Executive shall be entitled to his rights to indemnification under benefits set forth in Section 5 hereof6(a) above.

Termination Without Cause. IfThe Company may, during the Employment Periodwith or without reason, terminate Employee's employment under this Agreement without "cause" at any time, by providing Employee thirty (30) days prior written notice of such termination. If Employee's employment is terminated pursuant to this Section 8(b), Employee shall not be obligated to render services to the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if following the effective date of such notice (the "Notice Date") except such services as are requested by the Company pursuant to Section 11 ("Transition Period Services"), and as its sole and exclusive obligation and duty to Employee resulting directly or indirectly from the termination of the ExecutiveEmployee's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date and in full and complete settlement of Hire any and for a period of twenty-four months if the effective date all claims that Employee may have or claim to have arising directly or indirectly out of the termination of the Executive's his employment with the Company, the Company under this shall, subject to Section 4(d12 ("Non Competition") occurs at least five years after pay Employee, as severance pay, an amount (the Executive"Severance Amount") equal to the product of multiplying the then current semi-monthly base salary by thirty-six (36) semi-monthly periods (the "Severance Period"). The Severance Amount shall be payable by the Company to Employee in an amount equal to the Base Salary payable in twelve (12) equally monthly installments commencing on the Notice Date. The Company shall also pay to the Employee a portion of any discretionary bonus (the "Bonus Portion"), as determined by the Company's Date Board of Hire; providedDirectors, howeverreferred to in Section 3(a) ("Compensation-Base Salary"), that, but for the termination of Employee's employment, would have been paid to Employee for or with respect to the calendar year in which Employee's employment is terminated. The Bonus Portion shall consist of that if, prior to percentage of the said discretionary bonus determined by dividing the number of full or partial calendar months during the calendar year in which Employee's employment is terminated that Employee was in the employ of the Company by twelve (12). Until the end of such periodthe Severance Period or until Employee is gainfully employed by another employer, which ever time period is less, the Executive Company shall obtain employment allow Employee to continue participation in the Company s group health insurance plan at the Company's expense. In accordance with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)all applicable laws, the amounts otherwise payable pursuant to this clause (ii) Employee shall be reduced by extended all COBRA rights and benefits at the amount end of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofSeverance Period.

Termination Without Cause. If, If the Bank terminates Executive’s employment Without Cause during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): : (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to will be paid his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case Benefits accrued through the date last day of termination; his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement, Executive will be entitled to receive continuing payments of Salary installments, at the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average Salary rate in effect as of the annual Bonuses paid to the Executive for the three fiscal years last day of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder employment, for a period equal to the lesser of twelve (12) months or the remaining Employment Period, determined as of the date Executive’s employment is terminated, subject to the requirement set forth below that the Executive execute a release agreement; and (iii) Executive’s rights with respect to vested and unvested stock options will be determined as provided in the applicable stock option plan; provided, however, if the effective date of such termination Without Cause occurs prior to the termination first anniversary of the Effective Date (of the Transaction), then Executive shall be entitled to the benefits in Section 5. As a condition precedent to the Executive's ’s right to receive the severance payments set forth in clause (ii) of this subsection 4(d), Executive must sign a release of all claims against the Bank, and its officers, directors, employees and agents, and the Bank’s Affiliates, and their officers, directors, employees and agents, in a form acceptable to the Bank; provided, however, such release shall not cover any benefit plan, program, or agreement of the Bank that is applicable to the Executive. Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for therein, if any) by no later than the sixtieth (60th) calendar day following the date the Executive’s employment with is terminated. The first payment will be made on the Company under this Section 4(d) occurs Bank’s next regular pay-day which is at least one year after five (5) business days following the Executive's Date later of Hire and for a period of twenty-four months if the effective date of the termination release or the date it is received by the Bank; but that first payment shall include all amounts accrued from the date of termination. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the payment shall not be made until the second calendar year, or later, as required by the applicable terms of this Agreement and Section 409A of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofCode.

Termination Without Cause. If, during the Employment Period, the Company terminates the The employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the Company for any reason other than a reason set forth the reasons specified in Section 4(a9(a)(i) hereof as termination “For Cause” or the reasons specified in Section 9(a)(iii) hereof as termination because of the Executive’s Disability or Death, (B) termination of employment by the Company by virtue of the expiry of the Employment Period on 1 January 2023 (or any specific extension thereof), 4(b) or 4(c): unless the Company has offered in writing to renew the Executive’s employment after the expiry of the Employment Period on terms no less favorable than those provided in this Agreement (i) concurrent with such terminationin which case if the Executive does not accept renewal of his employment, the Company shall pay to termination of his employment by virtue of the expiry of the Employment Term will be deemed a resignation by the Executive), or (C) termination of employment by the Executive an amount equal within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Executive from the position of President or Chief Executive Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to his accrued Base Salary up time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of the executives of the Company, (4) the Company requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of a Company office existing as of the date of terminationthis Agreement, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to unless the Executive would be based closer to his primary residence and except for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive required travel on the Company's usual payroll dates)’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) and all other benefits which would otherwise a material breach of this Agreement by the Company. The foregoing shall be payable treated as Constructive Termination events hereunder for a period following the expiration of twelve months if 30 days from the effective date the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty30-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such day period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfIf the Company terminates Executive’s employment at any time prior to a Change of Control without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits (the “Severance Benefits”): (i) the Company shall make a lump sum severance payment to Executive in an amount equal to eighteen (18) months of Executive’s then-current base salary plus 150% of the greater of (A) 80% of the Target Bonus for the year in which the termination occurs and (B) the prior year’s Target Bonus actually earned by Executive, subject to withholdings and deductions, (ii) the vesting of each then-outstanding, unvested equity award held by Executive will accelerate as to that number of shares under each such award that would have vested in the ordinary course had Executive continued to be employed by the Company for an additional eighteen (18) months (or, if no shares would vest during such time under a specific award due to a cliff vesting provision, then the Employment Periodnumber of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (A) the total number of shares subject to the award and (B) a fraction, the numerator of which is eighteen (18) and the denominator of which is the total number of months in the vesting schedule), with such vesting occurring as of the date of the Executive’s termination, (iii) the post-termination exercise period of all non-statutory stock options then held by Executive shall be extended so that such options, to the extent vested, are exercisable until the earlier of (A) the original term expiration date for such award and (B) the first anniversary of Executive’s termination date and (iv) if Executive timely elects COBRA health insurance coverage, the Company will pay Executive’s COBRA premiums for eighteen (18) months following the date his employment terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (provided that Executive must promptly inform the employment of Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the termination). Executive hereunder for any reason other than a reason shall not be entitled to the Severance Benefits unless and until the release requirements set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date 5 of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofAgreement are satisfied.

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. “Without cause” termination shall include, during but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Employment Period, provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee’s prior office location; and (iii) Employer’s reduction of Employee’s base salary to less than the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth base salary identified in Section 4(a)) of this Agreement. If Employer terminates this Agreement without cause, 4(bEmployer shall continue to pay Employee the compensation provided for in Section 4(a) or 4(c): of this Agreement for a period of time equal to twelve months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee’s termination; ; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the Employer may consider factors that include but are not limited to (i) the Employee’s target bonus (percentage of base salary), (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary Company’s financial performance and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive Employee’s achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee’s bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be entitled to contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under Section 5 hereofCOBRA will be billed at the full COBRA rate.

Termination Without Cause. IfThe Company has the right, at any time during the Employment PeriodTerm, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company terminates Company's obligation to the employment Executive shall be limited solely to the payment, at the times and upon the terms provided for herein, of the greater of (i) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of this Agreement (assuming no automatic extension of the Term) had the Executive not been so terminated and (ii) the Executive's Annual Salary for a period of twelve months, in each case based on the Annual Salary of the Executive hereunder for any reason other than a reason set forth in Section 4(aeffect on the date of termination (or, if the Company has reduced the Executive's Annual Salary in breach of this Agreement, the Executive's Annual Salary before such reduction) and, in the case of clause (i), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to average Incentive Bonus received by the Executive an amount equal to his for the immediately preceding two fiscal years, together with all unpaid Incentive Bonus and Benefits awarded or accrued Base Salary up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus but before he has received two, prorated the Incentive Bonus in clause (i) shall be based on the same percentage amount of accrued Base Salary as compared to that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the annual Base Salary multiplied times the average maximum Incentive Bonus (i.e., one half of the annual Bonuses paid Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive for the three fiscal years of the Company preceding pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination of employment) and termination. In all other cases, any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid due to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Section 4.3 shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive due and payable as and when they would have earned if his Base Salary, average Bonus become due and other benefits had been continued for a period of six months following payable absent such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during The Employers may terminate the Employment Period, the Company terminates the Executive’s employment of the Executive hereunder for any reason reasons other than a reason set forth Cause upon not less than 60 days prior written notice delivered to the Executive, in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, which event the Company Employers shall pay to the Executive an amount equal to his accrued Base Salary up to Executive, within 30 days of the date of termination, prorated Bonus (based on a lump sum payment equivalent to the same percentage of accrued unpaid Base Salary as compared that would have been paid to or earned by the annual Base Salary multiplied times Executive pursuant to this Agreement, if the average Executive had remained employed under the terms of this Agreement through the end of the annual Bonuses paid Employment Term. If the Executive terminates his employment with the Employers during the Employment Term for “Good Reason,” such termination shall be deemed to have been a termination by the Employers of the Executive’s employment without Cause. For purposes of this Agreement, “Good Reason” shall mean: (1) the assignment to the Executive for by the three fiscal years Employers (or either of them) of duties materially inconsistent with the Executive’s position, duties, responsibilities, and status with the Employers, a material adverse change in the Executive’s titles or offices, any removal of the Company preceding Executive from or any failure to reelect the Executive to any of such positions, except in connection with the termination of employmenthis employment for Cause, or any action that would have a material adverse effect on the physical conditions in which the Executive performs his employment duties; or (2) and any amounts payable pursuant to a reduction by the Supplemental Retirement Plan, Employers in each case accrued through the date of termination; Executive’s Base Salary; or (ii3) the Company shall continue to pay taking of any action by the Employers that would materially adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any employee benefit plan or deprive the Executive his Base Salaryof any material fringe benefit enjoyed by the Executive, average Bonus except for a reduction in benefits that is being applied generally to all similarly situated employees; or (based on the average of the annual Bonuses paid to 4) any requirement that the Executive relocate to any place more than 10 miles away from the Syracuse, New York location or 10 miles away from the Utica, New York location or outside the State of New York, to perform his duties hereunder, except for the three fiscal years of the Company preceding such termination of employment divided reasonably required travel by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date business of the termination Employers; or (5) any other action or inaction that constitutes a material breach by the Employers (or either of them) of this Agreement; or (6) any failure by the Employers to obtain the assumption of this Agreement by any acquirors, successors or assigns of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployers.

Termination Without Cause. IfThe Company shall have the right to terminate the Term of Employment at any time by written notice to the Employee not less than 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, during the Employment Period5.2, 5.3, or 5.5, the Company terminates shall: (a) pay to the employment Employee any unpaid Base Salary through the date of termination of the Executive hereunder Term of Employment specified in such notice; (b) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any reason other than Bonus Period ending on or before the date of termination of the Term of Employment; (c) continue to pay the Employee’s Base Salary for a reason set forth period (the “Continuation Period”) through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5, in the manner and at such times as the Base Salary otherwise would have been payable to the Employee; (d) continue to pay the Employee Incentive Compensation and continue to provide the Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.3 hereof (the “Benefits”), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Employee; (e) pay to the Employee his Termination Year Bonus, if any, at the time provided in Section 4(a3.2; (f) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period; and (g) if such termination occurs and is effective after December 31, 2008 but before the Expiration Date, pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, equal to the Employee’s then current Base Salary. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee’s benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the value of any Benefit shall be the amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Employee calculated in a similar manner to the Gross-Up Payment described in Section 4.6), 4(b) or 4(c): (i) concurrent with such termination. Upon any termination effected and compensated pursuant to this Section 5.4, the Company shall pay to the Executive an amount equal to his accrued Base Salary up have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedsubject, however, that if, prior to the end provisions of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodSection 4.1), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his the value of the Benefit that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus subject, however, to the provisions of Section 4.1, and (based y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during In the Employment Period, event GTI terminates this Agreement and the Company terminates the Employee’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):without Cause: (i) concurrent with GTI shall promptly pay or provide to the Employee, to the extent earned prior to the date of such termination: (A) all Salary; (B) the pro rata share of all Bonuses for the fiscal year in which the termination occurred (which payment shall be made based on the assumption that GTI had met the requirement for the payment of the Target Bonus); (C) any Benefits under any plans of GTI in which the Employee is a participant to the full extent of the Employee’s rights under such plans prior to termination, except as noted in Section 11(f)(ii)(B) below; and (D) reimbursement of any appropriate business and/or entertainment expenses incurred by the Employee prior to such termination and properly submitted to GTI. (ii) subject to the GTI’s receipt from the Employee of a general release of employment-related claims, attached hereto as Annex D, GTI shall also promptly pay to the Employee: (A) a lump sum amount equal to the Employee’s Salary at its then-current rate for a period equal to six (6) months, plus any amount to be paid to the Employee as a cash payout of Salary due to the Employee for that portion of the Employer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; provided that following the completion by the Employee of one year employment, the Company amount paid under this section 11(f)(ii)A shall increase to an amount equal to the Employee’s Salary at its then-current rate for a period equal to nine (9) months, plus any amount to be paid to the Employee as a cash payout of Salary due to the Employee for that portion of the Employer’s Notice Period that GTI shall elect to pay out pursuant to section 11(e) hereof; and (B) in the event GTI is unable to continue such benefits pursuant to clause (iii) hereof, GTI shall pay to the Executive an amount equal to his accrued Base Salary up to Employee the date cost of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) continuing all medical and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued dental coverages for a period of six months following (6) months, and shall pay directly to the Employee a cash amount equal to the maximum matching contribution which the Employee would have received pursuant to the terms of GTI’s 401(k) Plan as though he had been permitted to continue making the maximum permissible contributions to such termination);plan for such period. (iii) In addition to the Executive payments described in clause (ii) hereof, GTI shall be entitled continue to provide the Employee and his eligible dependents at GTI’s expense (except to the extent of any amounts owing but not yet paid pursuant premiums customarily charged to Section 3(e); and (ivactive employees) the Executive shall be entitled to his rights to indemnification with all medical, dental, life, disability and other coverages as provided for under Section 5 6(b) hereof during the period determined in accordance with Section 11(f)(ii)(A), provided however, that such benefits shall cease upon the Employee’s receipt of comparable benefits under, or coverage under, any plans provided by a new employer if such coverage commences prior to the period determined in accordance with Section 11(f)(ii)(A) hereof.

Termination Without Cause. IfThe Company may terminate the Term of Employment at any time without Cause, during by written notice to the Executive not less than ninety (90) days prior to the effective date of such termination. In the event that the Term of Employment Period, is terminated by the Company terminates without Cause (other than due to the employment of Executive’s death or Disability) the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with The Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended; (ii) The Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended; (iii) A lump-sum payment equal to the Severance Amount, payable on the 30th day immediately following the Termination Date; and (iv) the Company shall reimburse, on a monthly basis, Executive’s COBRA premium under the Company’s major medical group health and dental plan (including the costs of the Executive’s premium required to maintain coverage for his dependents) for a period of 18 months after such terminationtermination or the expiration of the period in which COBRA coverage must be provided, whichever is less; and (v) All Equity Awards and or stock options previously granted to the Executive that remain outstanding immediately prior to the effective date of Termination shall become fully vested and exercisable upon the occurrence of such Termination and shall remain exercisable for a period of two (2) years thereafter. If, upon the Termination Date, the Company is not a publicly traded corporation, the stock options shall be cancelled and, in exchange, the Company shall pay to the Executive Executive, in full settlement of all rights with respect to the stock options, an aggregate amount in cash equal to his accrued Base Salary up to the date fair market value of termination, prorated Bonus (based a share of the Company’s Common Stock on the same percentage of accrued Base Salary as compared to Termination Date minus the annual Base Salary multiplied per share exercise price for the stock options, times the average number of shares to which the stock options have not been exercised at the time of the annual Bonuses paid to the Executive for the three fiscal years Termination. Such cash payment shall be made within thirty (30) days of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofTermination Date.

Termination Without Cause. If, during Either party may terminate Executive's employment hereunder without Cause at any time by providing one-hundred eighty (180) days written notice of such termination. In the Employment Period, the Company terminates the employment event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Company, then Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with payment of the Accrued Payments in full within the next normal payroll period following Termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, to be paid in full within the next normal payroll period following Termination; (iii) if employment termination occurs prior to the end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the conclusion of the fiscal year determined and paid based on actual performance achieved for such fiscal year against the prorated performance goals for that fiscal year, to be paid in full within ninety days following completion of the fiscal year; (iv) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the Company shall pay medical, dental, disability and life insurance programs provided to the Executive an amount equal hereof until the earlier of (a) a one-hundred eighty (180) day period from the effective date of termination; or (b) such time as the Executive is eligible to his accrued Base Salary up be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage-by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. In the event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Executive, then Executive shall be entitled to items listed above in subparagraphs (i), (ii) and (iii) above only. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared subject, however to the annual Base Salary multiplied times the average provisions of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datesParagraph 3.1 hereof)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during If the Employee’s employment by the Company is terminated by the Company other than (x) for Cause or (y) as a result of an expiration of the Employment Period, Term due to an election by the Company terminates not to extend the employment term of this Agreement pursuant to the Executive hereunder for any reason other than a reason set forth in provisions of Section 4(a), 4(b) or 4(c): (i) concurrent with such termination2 hereof, the Company shall pay or provide the Employee with the following: (i) the Accrued Benefits; and (ii) subject to the Executive Employee’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, (A) an amount equal to his accrued the sum of the Employee’s monthly Base Salary up rate (but not as an employee), paid in accordance with the regular payroll practices of the Company for a period to be determined following such termination and (B) the date of termination, prorated Unpaid Annual Bonus (based on if any), paid in such manner and at such times as the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses Unpaid Annual Bonus would have otherwise been paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant Employee without regard to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with Employment Term, and will be paid ratably thereafter over the Company under remaining payment schedule for the payments pursuant to clause (A)); provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 21 hereof), any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. Payments and benefits provided in this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii8(e) shall be reduced by in lieu of any termination or severance payments or benefits for which the amount Employee may be eligible under any of compensation earned by the Executive from his plans, policies or her new employment during such period (except that in no event shall programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofsimilar state statute or regulation.

Termination Without Cause. If, during the Employment Period, the Company terminates The Corporation may terminate at any time the employment of the Executive hereunder for any reason other than a reason set forth without cause in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, which case the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) Corporation will provide and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to the following severance payments (“Severance Payments”) and the Executive hereby irrevocably waives the right to receive any amounts additional compensation provided hereunder (unless explicated provided herein otherwise) or available under applicable statute or law: (i) any accrued and unpaid Base Salary, less applicable statutory deductions, to the Termination Effective Date; (ii) all vacation pay due and owing but not yet paid to the Termination Effective Date; (iii) any short term bonus that the Executive qualifies for pursuant to the conditions and stipulations contained in Section 3(e)3.2 hereto related to a termination other than “for cause”; and (iv) at the Corporation’s option, either: (a) a lump sum payment, less applicable statutory deductions, equivalent to six months of the Executive’s Base Salary or (b) payment over the subsequent six months equivalent in amount, frequency and timing to the Base Salary the Executive would have received had this Agreement not been terminated (the “Salary Continuation Period”); provided that the Corporation shall continue to provide health care coverage (pursuant to the same terms and conditions (including copayments and premium contributions) of active employees (including any changes that occur thereto during such period for active employees)) for the Salary Continuation Period; and provided further that in the event that the Executive obtains employment of 30 hours or more (on average) per week during such six month period, the Executive shall notify the Corporation immediately and all obligations of the Corporation to make payments and provide health care benefits under this Section 4.2(iv)(b) during the Salary Continuation Period following such date shall terminate. If the Corporation exercises its rights to terminate the Executive’s employment hereunder other than “for cause” pursuant to this Section 4.2, except for the severance payments and benefits expressly enumerated herein, the Executive shall not be entitled to his rights receive any further remuneration, benefits or payments, including without limitation short term bonus awards, benefit coverage (including that set forth in Section 3.3 and 3.7 hereof) or any additional vesting of the Option after the Termination Effective Date (including in the event of a Change of Control following any such termination). Following such termination, the Executive shall not be required to indemnification under be available to work for the Corporation and may have other activities, subject to the restrictions provided in Article 2, but excluding Section 5 hereof2.1. Further, other work done by the Executive during the period following such termination that adheres to the requirements of Section 2.2, Section 2.3, and Section 2.4 shall not be considered work during the course of the Executive’s employment with the Corporation and, thus, Section 2.5 will not apply.

Termination Without Cause. If, during the Employment Period, the Company terminates the The employment of the Executive hereunder for Employee may be terminated without Cause at any reason other than time by the vote of a reason set forth majority of the Board on delivery to the Employee of a written Notice of Termination (as defined in Section 4(aSECTION 13(A), 4(b). On the Date of Termination (as defined in SECTION 13(B)) or 4(c): (i) concurrent with such terminationpursuant to this SECTION 11(B), the Company shall pay to the Executive Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the remainder of the Term an amount equal to his accrued the sum of (i) all Base Salary up payable under SECTION 4(A) through the termination date, (ii) a pro-rated portion of the maximum Bonus available to the date Employee under SECTION 4(B) for the year in which the termination occurs, (iii) an amount equal to three times the Employee's Total Compensation for the twelve months preceding the termination date, and (iv) One Million Five Hundred Thousand Dollars ($1,500,000.00). In addition, provided that Employee has complied with the provisions of terminationSECTION 16 hereof, prorated on each of the first and second anniversaries of the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00). For purposes of this SECTION 11(B), the Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus (based on the same percentage of accrued 100% of such Base Salary as compared to (whether or not the annual Base Salary multiplied times the average of the annual Bonuses entire amount was actually earned or paid to the Executive for Employee), fair value of vehicle allowance and other benefits and expense reimbursements described in SECTIONS 4(D) and 5, and any director's fees paid to the three fiscal years Employee by the Company. In addition, on termination of the Employee under this SECTION 11(B), all of the Employee's unvested Options and other options, warrants and rights relating to capital stock of the Company preceding shall immediately vest and become exercisable. The term of any such termination options (including the Options), warrants and rights shall be extended to the fifth anniversary of employment) and the Employee's termination. The Employee acknowledges that extending the term of any amounts payable incentive stock option pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause such option to lose its tax-qualified status under the Supplemental Retirement PlanInternal Revenue Code of 1986, in each case accrued through as amended (the date of termination; (ii) "Code"), and agrees that the Company shall continue have no obligation to pay compensate the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Employee for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for any additional taxes he incurs as a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofresult.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of the Executive hereunder for any reason other than a reason set forth in Section 4(aSections 5.1, 5.2, 5.3 or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (iii) occurs at least one year after pay to the Executive a lump sum amount equal to thirty-six (36) months of the Executive's Date Base Salary at the time of Hire termination of employment with the Company, (iv) pay to the Executive (within 45 days after the end of the fiscal quarter in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive's employment hereunder) of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to Section 3.2 hereof and the Executive Plan; provided that the goals under Section 3.2 hereof and the Executive Plan for each period used in the calculation of the Executive's Incentive Compensation, shall be based on (1) the portion of the Bonus Period through the end of the fiscal quarter in which such termination occurs and (2) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board, (v) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") in the manner and at such times as the compensation or Benefits otherwise would have been payable or provided to the Executive, and (vi) pay to the Executive as a period single lump sum payment, within 30 days of twenty-four months if the effective date termination of his employment hereunder, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the Expiration Date. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least five years after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire; providedbenefit under the plan, howeverfor the period during which such Benefits could not be provided under the plans, that if, prior said cash payments to be made within 45 days after the end of the year for which such periodcontributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the Executive shall obtain employment with another employer (the Executive being obligated to use become immediately fully vested in his or her Stock Options as of the date of such termination of employment. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable best efforts business expenses incurred prior to secure employment during such period)the date of termination, subject, however, to the amounts otherwise payable pursuant to this clause provisions of Section 4.1, and (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoftermination occurs.

Termination Without Cause. IfIn the event the Employer terminates Executive’s employment without Cause, during the Employment Periodother than due to Disability or death, the Company terminates Executive shall be entitled to: (a) be paid by the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Employer (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to in effect on the date of termination through the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the ii) any previously awarded and unpaid Annual Cash Bonus; (iii) all unpaid reimbursable expenses incurred by Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;, with payment made as soon as practicable but no later than two and one-half months following such termination date; and (iv) the Employer shall cause any stock options, restricted stock or other equity-based instruments that previously were issued to the Executive to vest fully. (b) a lump sum, to be paid by the Employer as soon as practicable but not later than two and one-half months following such termination date, equal to the Base Salary in effect on the date of termination for a three (3) month period following such termination (the “Post Termination Salary Payment”), provided that the Post Termination Salary Payment will be increased by one (1) month’s Base Salary for each Employment Year worked after the first Employment Year (for example, if Executive is Terminated without Cause in the fourth Employment Year, the Post Termination Salary Payment would be equal to four (4) months’ Base Salary and if he is Terminated without Cause in the fifth (5th) Employment Year, the Post Termination Salary Payment would be equal to five (5) months’ Base Salary). Under no circumstances shall the Post Termination Salary Payment be greater than six (6) months’ Base Salary. (c) Notwithstanding the foregoing, if at the time of Executive’s Separation from Service (as defined in Treasury Regulation 1.409A-1(h)) the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the Company date of the Executive’s death (the “ 409A Suspension Period”). Within fourteen (14) calendar days after the end of the 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments), and benefits that the Employer would otherwise have been required to provide under this Section 12.2 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this agreement in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). Notwithstanding any other provision of this agreement, no benefits or amounts shall be payable under this Section 12.2 unless the Executive executes and delivers a general release of claims in a form and manner reasonably satisfactory to the Employer including, but not limited to, a release of any and all claims arising out this agreement and the Executive's employment relationship with the Employer, and such release has become irrevocable pursuant to its terms (it being understood, however, that in no event will such release expand any of the post-termination restrictions referred to in paragraph (c) above). The Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within thirty (30) days or such longer period which is provided by law for review and revocation) following the delivery of such release, signed by the Employer, to the Executive. If such release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: (i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue to pay as provided herein. The delayed benefits shall in any event expire at the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding time such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of have expired had such benefits commenced immediately following the termination of the Executive's employment with ’s employment. (ii) To the Company under this extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 4(d409A, then such payments or benefits shall be made or commence upon the sixtieth (60) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of day following the termination of the Executive's employment with ’s employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the Company under terms of this Section 4(d) occurs at least five years after agreement had such payments commenced immediately upon the termination of the Executive's Date ’s employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of Hire; providedthe Executive’s employment. The Employer may provide, howeverin its sole discretion, that ifthe Executive may continue to participate in any benefits delayed, prior to the end of such period, provided that the Executive shall obtain employment with another employer (bear the Executive being obligated to use his or her reasonable best efforts to secure employment full cost of such benefits during such delay period), . Upon the amounts date such benefits would otherwise payable commence pursuant to this clause (ii) Section 12.2 hereof, the Employer shall reimburse the Executive the Employer’s share of the cost of such benefits, to the extent that such costs otherwise would have been paid by the Employer or to the extent that such benefits otherwise would have been provided by the Employer at no cost to the Executive, in each case had such benefits commenced immediately upon the termination of the Executive’s employment. Any remaining benefits shall be reduced reimbursed or provided by the amount of compensation earned by Employer in accordance with the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus schedule and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofprocedures specified herein.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his the value of the Benefit that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus subject, however, to the provisions of Section 4.1, and (based y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall not be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during The Company shall have the right to terminate the Term of Employment Period, the Company terminates the employment of by written notice to the Executive hereunder for not less than thirty (30) days prior to the termination date. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3 or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii) and all other benefits which would otherwise be payable hereunder pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits under this Section 4(dSections 4.2 and 4.4 hereof (the "BENEFITS") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during the Employment Period, the Company terminates the The employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the Company for any reason other than a reason set forth the reasons specified in Section 4(a9(a)(i) hereof as termination “For Cause” or the reasons specified in Section 9(a)(iii) hereof as termination because of the Executive’s Disability or Death, (B) termination of employment by the Company by virtue of the expiry of the Employment Period on 1 January 2019 (or any specific extension thereof), 4(b) or 4(c): unless the Company has offered in writing to renew the Executive’s employment after the expiry of the Employment Period on terms no less favorable than those provided in this Agreement (i) concurrent with such terminationin which case if the Executive does not accept renewal of his employment, the Company shall pay to termination of his employment by virtue of the expiry of the Employment Term will be deemed a resignation by the Executive), or (C) termination of employment by the Executive an amount equal within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Executive from the position of President or Chief Executive Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to his accrued Base Salary up time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of the executives of the Company, (4) the Company requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of a Company office existing as of the date of terminationthis Agreement, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to unless the Executive would be based closer to his primary residence and except for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive required travel on the Company's usual payroll dates)’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) and all other benefits which would otherwise a material breach of this Agreement by the Company. The foregoing shall be payable treated as Constructive Termination events hereunder for a period following the expiration of twelve months if 30 days from the effective date the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty30-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such day period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfSubject to the provisions of Section 4(c), during if, prior to the expiration of the Employment PeriodTerm, the Company terminates the Employee’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationwithout Cause, the Company shall pay shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to the form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to his accrued one and one half (1.5) times the sum of (i) Base Salary up to (at the rate in effect on the date of termination, prorated the Employee’s employment is terminated) plus (ii) Bonus (based on defined as the same percentage greater of accrued Base Salary as compared to the annual Base Salary multiplied times (1) the average of the annual Bonuses bonus amount paid to the Executive for Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)‑month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company. The Company preceding shall also provide the Employee and his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (to the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination of employment) or, in the event such participation is not permitted, a cash payment equal to the value of the benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of (x) the end of the Severance Period or (y) the Employee obtaining other employment and any amounts payable becoming eligible to participate in the medical and life insurance plans of his new employer. Any general release of claims against the Company required pursuant to the Supplemental Retirement Plan, in each case accrued through this Section 4(b) shall be executed and become irrevocable within sixty (60) days following the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such Employee’s termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofemployment.

Termination Without Cause. IfAt any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 that is not a termination under any of Sections 5.1, during the Employment Period5.2, 5.3 or 5.5, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bshall: (a) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid b) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (c) occurs at least one year after continue to pay the Executive's Date of Hire and Base Salary for a period of twenty-four twelve (12) months if the effective date of following the termination of the Executive's employment with the Company Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, and (d) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under this Section 4(dSections 4.2, 4.4 and 4.6 hereof, for a period of twelve (12) occurs at least five years after months following the termination of the Executive's Date employment with the Company, in the manner and at such times as the compensation or benefits otherwise would have been payable or provided to the Executive. In the event that the termination of Hire; providedExecutive's employment hereunder shall occur on or before December 31, however1997, then the Incentive Compensation and benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts that ifwould have been paid or provided to the Executive for the year ended December 31, prior 1997. In the event that termination of Executive's employment hereunder shall occur after December 31, 1997, then the Incentive Compensation and other benefits payable under clause (d) of this Section 5.4 shall be equal to the amounts of such compensation and benefits payable or provided to the Executive for the calendar year immediately preceding the termination of Executive's employment hereunder. In the event that the Company is unable to provide the Executive with a continuation of any savings, pension, profit-sharing or deferred compensation plans required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such benefits could not be provided under the plans, said cash payments to be made within forty-five (45) days after the end of the year for which such periodcontributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any benefits that would have accrued under any plan shall be binding and conclusive on the Executive. Further, the Executive shall obtain continue to vest in the Executive's Stock Options through the Expiration Date in the same manner and to the same extent as if his employment with another employer hereunder terminated on the Expiration Date. The Company shall have no further liability hereunder other than for: (i) reimbursement for reasonable business expenses incurred prior to the Executive being obligated date of termination, subject, however, to use his or her reasonable best efforts to secure employment during such period)the provisions of Section 4.1, the amounts otherwise payable pursuant to this clause and (ii) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoftermination occurs.

Termination Without Cause. IfThe Company shall have the right -------------------------- to terminate the Term of Employment by written notice not less than thirty (30) days prior to the termination date, during to the Employment PeriodExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a)5.2, 4(b) 5.3 or 4(c): (i) concurrent with such termination5.5, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii)pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary, if any as of the date of his termination and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits under this Section 4(dSections 4.2 and 4.4 hereof (the "Benefits") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive's employment had contained for an additional three (3) years. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfThe Company has the right, at any time during the Employment PeriodTerm, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate the Executive's employment under this Agreement and discharge the Executive without Cause. If the Executive is terminated during the Term without Cause (including any termination which is deemed to be a constructive termination without Cause under Section 4.6 hereof), the Company's obligation to the Executive shall be limited solely to (i) the vesting of all stock options granted to the Executive by the Company terminates and (ii) the employment payment, at the times and upon the terms provided for herein, of the greater of (a) the Executive's Annual Salary and Incentive Bonus for the number of full months remaining in the Term of this Agreement had the Executive not been so terminated and (b) the Executive's Annual Salary for a period of 36 months, in each case based on the Annual Salary of the Executive hereunder for any reason other than a reason set forth in Section 4(a)effect on the date of termination (or, 4(b) or 4(c): (i) concurrent with such terminationif the Company has reduced the Executive's Annual Salary in breach of this Agreement, the Company shall pay to the Executive an amount equal to his Executive's Annual Salary before such reduction) together with all unpaid Incentive Bonus and Benefits awarded or accrued Base Salary up to the date of termination. If the Executive is terminated after he has received one Incentive Bonus, prorated the Incentive Bonus in clause (ii)(a) shall be based on the same percentage amount of accrued Base Salary as compared to that one Incentive Bonus; if he has not yet received an Incentive Bonus, it shall be based on the annual Base Salary multiplied times the average maximum Incentive Bonus (i.e., 75% of the annual Bonuses paid Annual Salary). In the event of a termination by the Company without Cause within 180 days after a Change of Control (as hereinafter defined), including a constructive termination without Cause pursuant to Section 4.6, the amounts due to the Executive for the three fiscal years of the Company preceding pursuant to this Section 4.3 shall be due and payable in one lump-sum payment within 60 days after such termination of employment) and termination. In all other cases, any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid due to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Section 4.3 shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive due and payable as and when they would have earned if his Base Salary, average Bonus become due and other benefits had been continued for a period of six months following payable absent such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Bank shall: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Earned Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; defined above); (ii) the Company shall continue to pay the Executive his Base SalaryProrated Incentive Compensation (as defined above); (iii) make, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years benefit of Executive, the Company preceding such termination of employment divided by Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j), provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the applicable pay period Core Plans (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)or if applicable, a Contingent Insurance Stipend) and all other benefits which would otherwise be payable hereunder for a period of twelve thirty-six (36) months if from the effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such plans provide are the responsibility of the insured employee and the availability of such continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) times Executive's employment ’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. The term “Compensation” shall mean, for the purposes of the foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in Section 3(j) (but only with respect to the Company under assumption and continuation of the Life Insurance Policy) and this Section 4(d6(c), the Bank shall have no obligation to provide Executive with any other compensation or benefits pursuant Section 3(a) occurs at least one year through (k) or Section 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Sections (ii) and (v) hereof shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the and continuing thereafter on each regular payroll date for thirty-six (36) months. Upon Executive's employment with the Company ’s death, any payments due under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii6(c) shall be reduced paid, as applicable, to Executive’s estate, trust or as otherwise required by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoflaw.

Termination Without Cause. IfNotwithstanding anything to the contrary contained elsewhere in this Agreement, the Company, in the sole discretion of the CEO and Board, shall have the right to terminate Executive’s employment during the Employment PeriodTerm at any time and for any reason, without Cause by written notice to Executive. In the event that Executive’s employment is terminated without Cause, then, provided the Executive has incurred a “separation from service” within the meaning of Section 409A of the Code and applicable Treasury Regulations (a “Separation from Service”), and subject to the Executive’s execution and non-revocation of an effective general release of claims in favor of the Company terminates in a form delivered by the employment of Company to the Executive hereunder for any reason other than a reason set forth within the applicable consideration period specified in Section 4(athe release (not to exceed thirty (30) days following such delivery) (which delivery will be made within seven days following Executive’s Separation from Service with the Company), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive as severance an aggregate amount equal to to: (i) Six (6) months of his accrued Base Salary up to the date (or twelve (12) months of termination, prorated Bonus (based on the same percentage of accrued his Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding if such termination of employmentemployment occurs within six (6) and any amounts payable pursuant to the Supplemental Retirement Plan, months following a Change in each case accrued through the date of terminationControl); (ii) notwithstanding the Company shall continue to pay requirement of Section 3(b) that the Executive his Base Salary, average Bonus (based be employed on the average bonus payment date, the amount of the annual Bonuses paid to any unpaid bonus which has been earned by the Executive for the three fiscal years of the Company any Financial Year preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's ’s employment with in respect of which such compensation is paid or payable; (iii) 50% of the Company Target Bonus Amount for the Financial Year during which the termination occurs (or 100% of the Target Bonus Amount if such termination of employment occurs within six (6) months following a Change in Control). All payments due under this Section 4(d) occurs at least one are subject to Section 7(k). Subject to the other terms of this paragraph, his severance shall be payable as and when Executive’s Base salary or bonus would otherwise have been paid (and in the case of Base Salary, in accordance with the Company’s regular payroll payment practices) but in the case of the bonus amount, no later than March 15 of the year after following the Executive's Date year during which the Executive is notified of Hire and for a period his termination from the Company with the date of twenty-four months such payment determined by the Company. Notwithstanding the foregoing sentence, if the Executive incurs a Separation from Service within two (2) years following the occurrence of a Change in Control that also constitutes a change in the ownership or effective date control of GTEC or a change in the ownership of a substantial portion of the termination assets of GTEC, in all cases within the Executive's employment with meaning of Treasury Regulation Section 1.409A-3(i)(5), severance payments to which the Company Executive is entitled under this Section 4(d) occurs at least five years after shall, except as limited below, be paid in a single lump sum on the Executive's First Payment Date (as defined below). In the event of Hire; provideda Separation from Service prior to August 18, however2011 (the expiration date of the term of the Prior Agreement in effect on the date of this amended and restated Employment Agreement), that ifthe Change in Control lump-sum payment rule shall not apply to any amount which would be treated as nonqualified deferred compensation (within the meaning of Section 409A of the Code) under the Prior Agreement as in effect immediately prior to this amended and restated employment agreement and any such amount of nonqualified deferred compensation shall be paid in accordance with the rules of the second sentence of this paragraph. Notwithstanding any provision of this Agreement to the contrary, no severance payments otherwise payable under this Section 4 shall be paid prior to the end 60th day following the date of such period, the Executive shall obtain employment Executive’s Separation from Service with another employer the Company (the “First Payment Date”) and any such amounts that otherwise would have been paid prior to the First Payment Date shall be paid on the First Payment Date. The Company shall have no other liability to Executive being obligated to use his other than for the Accrued Rights or her reasonable best efforts to secure employment during such periodas otherwise required by law. Notwithstanding the foregoing provisions of this Section 4(d), the amounts otherwise payable pursuant to payments described in this clause (iiSection 4(d) shall immediately cease and be reduced by the amount of compensation earned by irrevocably forfeited if the Executive from his or her new employment during such period (except that violates any of the restrictive covenants contained in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofof this Agreement.

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (except for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ))). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of termination without Cause, paid in accordance with the terms of this Agreement; (ii) receive bonus compensation earned but not yet paid pursuant that relates to Section 3(eany fiscal year ended prior to the date of termination without Cause, paid in accordance with the terms of this Agreement; (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had they remained in employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with the terms of this Agreement (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (iv) receive the following post-termination payments and benefits: A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, their Base Salary as established under and paid in accordance with the terms of this Agreement and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses (or target bonus, if the Executive has not yet received an actual bonus) paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years paid in accordance with the terms of this Agreement (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s date of termination);(v) receive reimbursement for financial counseling services under Section 6(b) hereof for a period of two (2) years from the date of termination, paid in accordance with the terms of this Agreement (provided, that no such payment shall be made prior to the sixtieth (60th) day following the Executive’s date of termination); and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to this Section, a lump sum cash payment, to be paid within 60 days after the end of the Without Cause Continuation Period, equal to the Pension Replacement Payment ( (provided, that such payments shall not commence prior to the sixtieth (60th) day following the Executive’s date of termination). Notwithstanding the above, any amounts payable under this Section that are separation pay as described under ▇▇▇▇▇. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section occurs; any amounts payable under this Section that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 7(j) of this Agreement. Except as otherwise provided in this Section, the Company will have no further obligations under Sections 3, 4 and 6 hereof or otherwise. In the event of termination without Cause, the Executive shall not be entitled required to his rights to indemnification under Section 5 hereofmitigate damages hereunder.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Executive's Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Salary for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay a period (said Base Salary and average bonus being payable pro-rata the " Continuation Period") through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months from notice of termination hereunder, provided, however, Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder shall have been employed by Company for a period of twelve months if at least ninety (90) days to be eligible for such payment, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, provided, however, Executive shall have been employed by Company for a period of at least ninety (90) days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's employment with Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company under this Section 4(dshall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such periodtermination occurs). For all purposes under this Agreement, the Executive failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall obtain employment with another employer (be treated as if the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Company terminated this Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during The Company has the Employment Period, the Company terminates right to terminate the employment of the Executive hereunder for any reason other than without Cause, upon at least thirty days’ prior written notice, if such termination is approved by a reason set forth in majority vote of the Board taken at a meeting duly called to consider such matter. In the event of termination of the Executive’s employment pursuant to this Section 4(a9(b), 4(b) the Company shall provide the Executive with the following “Termination Benefits,” and the Company shall have no further obligations to pay compensation or 4(c):benefits under this Agreement: (i) concurrent with a lump sum cash payment, within thirty days following the Date of Termination, equal to the sum of: (A) the Accrued Obligations, and (B) the product of (1) three and (2) the sum of the Base Salary, plus the higher of Executive’s most recent annual bonus or Executive’s target bonus for the year in which the Date of Termination occurs (if no target bonus has been set for such terminationyear, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive Executive’s target bonus for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationprior year shall be used); (ii) the Executive shall be credited with three additional years of service for purposes of calculating his retirement benefit under any supplemental or excess retirement plan of the Company in which he was a participant as of the Date of Termination; (iii) from the Date of Termination until 36 months following the end of the month in which the Date of Termination occurs, the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid benefits to the Executive for (and/or the three fiscal years Executive’s family) at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to their families) (in addition, if the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder is eligible for a period of twelve months if the effective date “COBRA” continuation health coverage under Section 4980B of the termination Internal Revenue Code of 1986, as amended (or any successor provision), such coverage shall commence upon the end of the Executive's employment with coverage for the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireseverance period); provided, however, that ifif any of the welfare benefits provided during the period the Executive is considered a “specified employee” or “key employee” under Section 24 of this Agreement are not subject to an exemption under Section 409A of the Code, prior such benefits will be provided at the Executive’s cost subject to the end of reimbursement during any such period; and provided further, however, if the Executive shall obtain employment becomes reemployed with another employer (and is eligible to receive medical or other welfare benefits under another employer-provided plan, the Executive being obligated medical and other welfare benefits described herein shall be secondary to use his or her reasonable best efforts to secure employment those provided under such other plan during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a applicable period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)eligibility; and (iv) the Executive shall be entitled to his rights to indemnification credited with three additional years of service and age for purposes of eligibility for retiree health benefits under Section 5 hereofany retiree health plan maintained by the Company.

Termination Without Cause. IfSubject to the provisions of Section 4(c), during if, prior to the expiration of the Employment PeriodTerm, the Company terminates the Employee’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationwithout Cause, the Company shall pay shall, subject to the Executive Employee’s execution of a general release of claims against the Company in a form substantially similar to the form attached hereto as Exhibit A, provide the Employee with Severance Benefits and Continued Health Benefits. “Severance Benefits” means an amount equal to his accrued one and one half (1.5) times the sum of (i) Base Salary up to (at the rate in effect on the date of termination, prorated the Employee’s employment is terminated) plus (ii) Bonus (based on defined as the same percentage greater of accrued Base Salary as compared to the annual Base Salary multiplied times (1) the average of the annual Bonuses bonus amount paid to the Executive for Employee over the three fiscal years immediately preceding the year of termination and (2) 50% of Base Salary at the rate in effect on the date the Employee’s employment is terminated), paid over the eighteen (18)-month period immediately following Employee’s termination of employment without Cause (such period being referred to hereunder as the “Severance Period”), at such intervals as the Employee would have received payments of Base Salary if he had remained in the active service of the Company. The Company preceding shall also provide the Employee and his eligible dependents with group medical and life insurance after termination of the Employee’s employment without Cause (to the extent such eligible dependents were participating in the Company’s group medical and life insurance programs prior to the Employee’s termination of employment) or, in the event such participation is not permitted, a cash payment equal to the value of the benefit excluded, payable in equal monthly installments beginning 60 days following the Employee’s Separation from Service (as defined in Section 4(f) hereof) (the “Continued Health Benefits”) until the earlier of (x) the end of the Severance Period or (y) the Employee obtaining other employment and any amounts payable becoming eligible to participate in the medical and life insurance plans of his new employer. Any general release of claims against the Company required pursuant to the Supplemental Retirement Plan, in each case accrued through this Section 4(b) shall be executed and become irrevocable within sixty (60) days following the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such Employee’s termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofemployment.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Executive's Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Salary for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay a period (said Base Salary and average bonus being payable pro-rata to the "Continuation Period") of six (6) months from the effective date of termination hereunder, provided, however, Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder shall have been employed by Company for a period of twelve months if at least one hundred eighty (180) days to be eligible for such payment, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, provided, however, Executive shall have been employed by Company for a period of at least one hundred eighty (180) days to be eligible for such Benefits or payment of the cash value of such Benefits, as set forth below. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, the vesting of the Executive's employment with Stock Options, if any, shall be subject to the terms of the Stock Option Plan. The Company under this Section 4(dshall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days accumulated in accordance with the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationCompany's then general policy); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, In the event that Executive’s employment is terminated Without Cause during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Bank shall: (i) concurrent with such terminationpay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Company shall Accrued Plan Contribution (as defined above); (iv) pay to Executive the Executive an amount equal to his accrued Base Salary up that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; the Employment Period would have expired if Executive’s employment had not been sooner terminated Without Cause; and (iiv) provide Executive (and upon his death his surviving spouse and minor children, if any) with coverage under the Company shall continue Core Plans that Executive would have been provided pursuant to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)Section 3(g) and all other benefits which would otherwise be payable hereunder for a period of twelve months if from the effective date of the termination of Executive’s employment through the date the Employment Period would have expired if Executive's ’s employment with had not been sooner terminated Without Cause (subject to payment of the Company costs and contributions that such plans provide are the responsibility of the insured employee). Amounts payable under Subsections (ii) and (iv) of this Section 4(d6(c) occurs at least one year shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the Executive's Date of Hire and for a period of twenty-four months if the effective date of termination and continuing through the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years Bank’s first regular payroll date after the date the Employment Period would have expired if Executive's Date of Hire’s employment had not been sooner terminated Without Cause; provided, however, that if, prior to the end extent any portion of such periodthe applicable payment amount under this Section 6( c) exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-l(b)(9)(iii)(A), the Executive shall obtain employment with another employer receive such portion of the applicable payment that exceeds the “safe harbor” amount in a single lump sum payment payable within five (5) days after the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such Executive’s termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during (a) If the Employment Period, the Company terminates the Employee experiences an involuntary termination of employment of the Executive hereunder by Klondex G&S (or any successor) for any reason other than for just cause, then Klondex G&S (or its successor) shall provide the Employee with written notice specifying the Termination Date. Klondex G&S shall pay the Employee for all accrued but unpaid wages and vacation entitlements up to the Termination Date (net of applicable withholdings). In addition, provided that the Release under Section 5.4(c) has been executed and becomes enforceable in accordance with its terms following the expiration of the applicable revocation period, Klondex G&S shall provide to the Employee a reason set forth in Section 4(a)lump sum separation payment, 4(bnet of applicable withholdings and less any amounts owing by the Employee to Klondex G&S, (the "Separation Payment") or 4(c):equal to: (i) concurrent with such terminationthe Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, provided that for each completed year of service (but not to exceed two years) measured from the Company shall pay to the Executive Employee's date of hire on September 13, 2012(the “Employee’s Date of Hire”), an additional amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;six months' base salary will be added; plus (ii) the Company shall continue monthly premium cost of coverage described in Section 2.3 multiplied by 12, provided that for each completed year of service (but not to pay exceed two years) measured from the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the ExecutiveEmployee's Date of Hire and an additional amount equal to six months' premium cost will be added; plus (iii) an amount equal to the Employee's then current target bonus amount pursuant to Section 2.2 for a period of twenty-four months the year in which the Termination Date occurs (or if the effective date target bonus amount for the year in which the Termination Date occurs has not been determined as of the termination Termination Date, the target bonus amount for the year prior to the Termination Date) plus an additional amount equal to 1/2 of such bonus amount for each completed year of service (but not to exceed two years) measured from the Executive's employment with the Company under this Section 4(d) occurs at least five years after the ExecutiveEmployee's Date of Hire; providedplus (iv) An amount equal to 4% of the Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, howeverprovided that for each completed year of service (but not to exceed two years) measured from the Employee's Date of Hire, an additional amount equal to 4% of six months' base salary will be added. For greater certainty, in no circumstances shall the Employee be entitled to a Separation Payment that ifis more than the equivalent of a total of 24 months of the payments in paragraphs 5.4(a)(i),(ii),(iii) and (iv) above (i.e., 12 months plus an additional six months for each of the first two years of completed of service from Employee's Date of Hire, up to a maximum of an additional 12 months). With respect to the calculation in paragraph 5.4(a)(iii), the target annual bonus amount shall be used without regard to the achievement of any corporate and personal targets established in connection with such target bonus amount. (b) The Separation Payment described in this Section 5.4 will be paid within 10 days following the expiration of the revocation period applicable to the Release (as described in Section 5.4(c)), unless the Employee has failed to execute a Release as described in Section 5.4(c), in which case Employee shall forfeit any Separation Payment. The Separation Payment is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and therefore will be paid by March 15th of the calendar year following the calendar year in which the notice of termination is given, provided that if the notice of termination specifies a termination date that will occur in a subsequent calendar year and further specifies that the Employee is required to continue providing service through that later termination date, then such payment will be paid by March 15th of the calendar year following the Employee's termination date (such date, in either case, referred to herein as the "latest payment date"). (c) In order for the Employee to receive the Separation Payment, the Employee must sign a release of claims ("Release") in substantially the form set forth in Attachment A to this Agreement on or prior to the end date of the expiration of the consideration period (not less than 21 days) set forth in the Release. The Company agrees to provide the Employee with the Release within 10 days of the Termination Date, and in all cases no later than a date such periodthat the last day of any revocation period described in the Release will occur on or before February 28 of the year in which the latest payment date occurs. If the Employee fails to sign the release within the time frame specified therein, the Executive Employee will forfeit any right to the Separation Pay and the Employee shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall not be entitled to any amounts owing but not yet paid pursuant payments replacing the Separation Payment. (d) In the event the Company terminates the Agreement and the Employee's employment under this section, all outstanding equity awards granted under compensatory plans shall vest 100%; provided however, if an outstanding equity award is subject to Section 3(e)409A, the acceleration of vesting will not change the time or form of payment in a manner that would violate Section 409A; andif an outstanding equity award is exempt from Section 409A, the award will be administered in a manner that retains such exemption or otherwise complies with Section 409A. (ive) In the Executive event the Company terminates the Agreement and the Employee's employment under this section, the Employee shall have ninety (90) days from the Termination Date to exercise any stock options to acquire shares of Klondex Mines (or any successor) that he holds that have vested and are unexercised on or before the Termination Date. The Employee shall not be entitled to his rights be awarded or have any right to indemnification receive, after the Termination Date, any further stock options or damages in lieu of receipt of further stock options, which would have vested after the Termination Date. Except as otherwise provided in this Section 5.4 or as otherwise provided under Section 5 hereofminimum employment standards legislation, the Employee shall not be entitled to any further termination payments, damages or compensation whatsoever. (f) The Separation Payment is attributable to services performed in the United States.

Termination Without Cause. IfNotwithstanding anything to the contrary herein, during Company reserves the Employment Periodright to terminate Executive’s employment and this Agreement without Cause (defined below). If Company terminates Executive’s employment and this Agreement without Cause, and, solely in exchange for Executive’s execution and delivery of Company’s then standard separation agreement, which includes, among other obligations, a release of claims against Company and related entities and persons (sample release language is attached hereto as Exhibit A (the “Separation Agreement”), which language may be modified, but not materially except to comply with any changes in applicable law, by Company in the future), within the time period specified therein, and upon such agreement becoming effective by its terms, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):following terms shall apply: (i) concurrent with such termination, the Company shall will pay to the Executive an amount equal to his accrued twenty-four (24) months of Executive’s then current Base Salary up to the date of terminationSalary, prorated Bonus less applicable withholdings. This amount will be paid in forty-eight (based 48) substantially equal installments, which shall be treated as separate payments in accordance with paragraph 13 hereof, commencing on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such sixtieth (60th) day following Executive’s termination of employment. These payments will not be eligible for deferrals to Company’s 401(k) and any amounts payable pursuant plan. (ii) Subject to the Supplemental Retirement Planterms of paragraph 4.B, if Executive is terminated between January 1 and March 15, a Bonus payment under the ABP for the calendar year ending prior to Executive’s termination (“Prior Year”) will be paid at the same rate that continuing employees receive their bonus payments, less applicable tax withholdings, but in each case accrued no event to exceed 100% of Executive’s target payout; provided that (i) Company pays a Bonus to eligible employees under Company’s ABP for the Prior Year, (ii) Executive’s Bonus has not already been paid to Executive at the time of termination of Executive’s employment, and (iii) Executive was otherwise eligible for such Bonus payment if Executive had remained employed through the date of termination;payout. This amount will be paid to Executive in a lump sum on the earlier of the date on which other eligible employees are paid bonuses under the ABP for the Prior Year provided the Separation Agreement has become effective by its terms, or the sixtieth (60th) day following Executive’s termination of employment. This payment will not be eligible for deferrals to Company’s 401(k) plan. (iiiii) the Company shall continue to pay the Executive his Base SalaryIn addition, average Bonus (based on the average of the annual Bonuses paid subject to the terms of paragraph 4.B, Executive will receive a Bonus payment under the ABP for the three fiscal years of the Company preceding such year in which Executive’s termination of employment divided by the applicable pay period (said Base Salary occurs payable if and average bonus being payable pro-rata when bonuses are paid to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if employees, prorated through the effective date of the termination of the Executive's employment with the Company under this Section 4(d’s employment, less applicable withholdings. This amount will not be eligible for deferrals to Company’s 401(k) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); andplan. (iv) If Executive elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), Company will pay the cost of Executive’s medical, dental and vision benefit coverage (“group health coverage”) under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the first day of the calendar month following Executive’s termination of employment. Executive agrees that Company may impute compensation income to Executive in an amount equal to 102% of the premium cost for such group health coverage if necessary to avoid adverse income tax consequences to Executive resulting from the application of Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”) to Company’s payment of the cost of such group health coverage. (v) Certain of Executive’s outstanding equity-based awards shall be treated as in accordance with paragraph 6. Other outstanding awards shall be treated in accordance with the terms and conditions of the applicable plan, award agreement and notice under which such awards were issued. (vi) If Executive’s Separation Agreement fails to become effective and irrevocable prior to the sixtieth (60th) day following Executive’s termination of employment due to Executive’s failure to timely deliver the executed Separation Agreement, Company will have no obligation to make the payments or benefits provided by paragraphs 5.A.(i), (ii), (iii), (iv) and (v) herein, other than to provide Executive with COBRA to the extent required by law. (vii) Executive agrees to assist Company, in connection with any litigation, investigation or other matter involving Executive’s tenure as an employee, officer or director of Company, including, but not limited to, meetings with Company representatives and counsel and giving testimony in any legal proceeding involving Company. No later than ninety (90) days following Company’s receipt of supporting documentation of Executive’s incurrence of such expenses, Company will reimburse Executive for reasonable out-of-pocket expenses incurred in rendering such assistance to Company (including attorney’s fees incurred in accordance with the applicable provisions of Company’s Bylaws and Certificate of Incorporation). Furthermore, Executive agrees not to affirmatively encourage or assist any person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not prohibit Executive’s response to a valid subpoena for documents or testimony or other lawful process or limit Executive’s rights that are not legally waivable; however, Executive agrees to provide Company with prompt notice of said process. (viii) Executive agrees not to make any disparaging or untruthful remarks or statements about Company or its products, services, officers, directors, or employees. Company agrees not to cause its officers or senior executives to make on its behalf any disparaging or untruthful remarks or statements about Executive’s employment with Company to prospective employers of Executive following Executive’s termination from employment. Nothing in this Agreement prevents Executive or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. (ix) Executive shall not be entitled to his notice and severance under any policy or plan of Company (the payments set forth in this paragraph 5.A being given in lieu thereof) and Executive waives all participation in and claims under such policies and plans. For the avoidance of doubt, the foregoing sentence shall not have any adverse impact on Executive’s rights to indemnification and D&O coverage. (x) Executive agrees that if Executive breaches any of Executive’s obligations, to the detriment of Company, under Section 5 hereofparagraphs 5.A.(vii) or (viii), under paragraphs 7, 8, or 9 of this Agreement, under the Confidentiality Agreement, or under the Separation Agreement, Company has the right to seek recovery of the full payments made to Executive under subparagraphs 5.A.(i), (ii), (iii) and (iv) above, and to obtain all other remedies provided by law or equity.

Termination Without Cause. If, during In the Employment Period, event that the Executive's employment hereunder is terminated by the Company terminates the employment of without Cause and neither Section 8(c) nor Section 8(g) applies, then the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to through the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average second anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts Termination Date, payable pursuant to the Supplemental Retirement Plan, as provided in each case accrued through the date of termination;Section 4. (ii) a Pro-Rata annual incentive award for the Company shall continue to pay the Executive fiscal year in which his Base Salaryemployment terminates, average Bonus (based on the average of the annual Bonuses paid to the Executive target bonus for the three fiscal years year of termination, payable in a lump sum promptly following the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)Termination Date; (iii) an annual incentive award for a period of 24 months following the Executive shall be entitled Termination Date, based on a target bonus equal to any amounts owing but not yet paid pursuant to Section 3(e); and100% of his annualized Base Salary as of the Termination Date, payable on a Pro-Rata basis in equal installments over the 24-month period for which Base Salary is continued; (iv) the continued right to exercise the Special Stock Option, for the lesser of (A) 5 years and (B) the remainder of its term, such option to become fully exercisable as of the Termination Date; (v) the continued right to exercise any outstanding stock option, other than the Special Stock Option, for a period of 3 months, all such options to become fully exercisable as of the Termination Date; (vi) full payout, at maximum levels, under each ongoing Long-Term Incentive Plan in which the Executive is participating as of the Termination Date, with the payouts due in a lump sum promptly following the Termination Date; (vii) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(e)(vii) shall be entitled reduced to his rights to indemnification the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (viii) the benefits described in Section 5 hereof8(i)(i).

Termination Without Cause. If, during Either party may terminate Executive's employment hereunder without Cause at any time by providing one-hundred eighty (180) days written notice of such termination. In the Employment Period, the Company terminates the employment event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Company, then Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with payment of the Accrued Payments in full within the next normal payroll period following Termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, to be paid in full within the next normal payroll period following Termination; (iii) if employment termination occurs prior to the end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the conclusion of the fiscal year determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year, to be paid in full within ninety days following completion of the fiscal year; (iv) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the Company shall pay medical, dental, disability and life insurance programs provided to the Executive an amount equal hereof until the earlier of (a) a one-hundred twenty (120) day period from the effective date of termination; or (b) such time as the Executive is eligible to his accrued Base Salary up be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage-by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. In the event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Executive, then Executive shall be entitled to items listed above in subparagraphs (i), (ii), and (iii) above only. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared subject, however to the annual Base Salary multiplied times the average provisions of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datesParagraph 3.1 hereof)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, In the event that the Company terminates Employee’s employment without Cause (other than due to Total Disability) during the Employment Period, Employee shall be entitled to receive, in addition to the Company terminates the employment of the Executive hereunder for any reason other than a reason benefits set forth in Section 4(a7(b)(i) above and contingent upon Employee’s execution of a general waiver and release of claims substantially in the form attached hereto as Exhibit D and which satisfies applicable law (the “Release”), 4(b) or 4(c):such that such Release is effective, with all revocation periods having expired unexercised, by no later than the 60th day after such termination: (i1) concurrent with payment of any earned but unpaid annual incentive bonus under Section 5(c) for a previous completed year (such termination, the Company shall pay earned bonus to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses be paid when bonuses are generally paid to the Executive Company’s officers); (2) payment of any earned but unpaid bonus under Section 5(d) for a previous completed year (such earned bonus to be paid at the time provided in Section 5(d)) (3) a pro-rated annual bonus under Section 5(c) for the three fiscal years calendar year in which the Notice Period commences, based on actual results (as determined without any exercise of negative discretion) multiplied by a fraction, the Company preceding numerator of which is the number of days employed in such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued calendar year through the date such Notice Period commences and the denominator of terminationwhich is 365 (such pro-rata annual bonus to be paid when bonuses for the year in which the Notice Period Commences are generally paid to the Company’s officers); (ii4) the Company shall continue bonus Employee would have been entitled to pay receive under Section 5(d) for the Executive his Base Salarycalendar year in which the Notice Period commences, average Bonus (based on actual results (as determined without any exercise of negative discretion), but multiplied by a fraction, the average numerator of which is the annual Bonuses number of days employed in such calendar year through the date such Notice Period commences and the denominator of which is 365 (such pro-rata bonus to be paid to at the Executive for the three fiscal years of the Company preceding same time as if no such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationoccurred); (iii5) if such termination occurs prior to the fourth anniversary of the Start Date, pro-rated vesting of the first tranche of the TVDS Award scheduled to vest after the date the Notice Period commences, equal to the product of (I) the Executive shall number of shares of Common Stock underlying such tranche, multiplied by (II) a fraction, the numerator of which is the number of days in the period commencing on the grant date and ending on the date the Notice Period commences and the denominator of which is the number of days from the grant date and ending on the date on which such tranche was scheduled to vest (with the shares subject to the TVDS Award that become so vested, and the dividend equivalents attributable to such shares that become so vested, to be entitled to any amounts owing but not yet paid pursuant to settled within 60 days after the date of Employee’s “separation from service” within the meaning of Section 3(e409A of the Code (as defined as below)); and (iv6) with respect to the Executive PSU Award, if such Notice Period commences prior to September 30, 2019, any amounts earned thereunder that are specifically required to be paid under the applicable award agreement following Employee’s termination of employment without Cause. Notwithstanding the foregoing, if the 60 day release period overlaps two calendar years, then to the extent required under Code Section 409A, any portion of the TVDS Award under clause (5) above that would otherwise be provided to Employee during such first calendar year shall be entitled withheld and paid on the first payroll date in such second calendar year. In addition, the Company’s obligation to provide the severance benefits set forth in this Section 7(b)(iii) shall immediately cease if Employee breaches any of his rights to indemnification obligations under Section 5 hereofSections 8 or 9 of this Agreement.

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. “Without cause” termination shall include, during but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Employment Periodprovisions of Section 1 hereof; and (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee’s prior office location. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the Company terminates the employment of the Executive hereunder compensation provided for any reason other than a reason set forth in Section 4(a)) of this Agreement for a period of time equal to 12 months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, 4(b) or 4(c): which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee’s termination; ; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the Employer may consider factors that include but are not limited to (i) the Employee’s target bonus (percentage of base salary), (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary Company’s financial performance and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive Employee’s achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee’s bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be entitled to contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification under Section 5 hereof.continue health, dental, and vision insurance during the Severance Period and

Termination Without Cause. IfThe Company may, during with or without reason, terminate the Period of Employment Periodand Executive’s employment hereunder without Cause at any time, by providing Executive written notice of such termination. In the event of the termination of the Period of Employment and Executive’s employment hereunder due to a termination by the Company terminates the employment of the Executive hereunder for any reason without Cause (other than a reason set forth in Section 4(adue to Executive’s death or Permanent Disability), 4(b) or 4(c):then Executive shall be entitled to receive: (i) concurrent with such terminationa lump sum cash payment, the Company shall pay payable within sixty (60) days after termination of Executive’s employment equal to the Executive sum of (A) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off), (B) the Earned/Unpaid Annual Bonus, if any; and (C) an amount equal to his accrued the product of the Executive’s then current Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the and then current target annual Base Salary multiplied incentive bonus times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;three. (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average A pro-rated portion of the annual Bonuses paid incentive compensation, if any, that Executive would have received pursuant to the Executive for the three fiscal years Section 4(b) in respect of the Company preceding such fiscal year in which termination of Executive’s employment divided by the applicable pay period (said Base Salary and average bonus being payable occurs as though Executive’s employment had not been terminated, with such pro-rata to ration based upon the Executive on percentage of such fiscal year that shall have elapsed through the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of Executive’s employment, payable when such annual incentive would otherwise have been payable had Executive’s employment not terminated. (iii) any remaining unvested stock options or restricted stock shall thereupon automatically be deemed vested and remain exercisable for the Executive's employment with duration of the Company under term of such award, notwithstanding any other provision of this Section 4(dAgreement or applicable plans (but subject to the Company’s ability to terminate the awards in a change in control or similar circumstances pursuant to the applicable plan and award agreements); and (iv) occurs at least one year after continued participation in the Executive's Date Company’s group health insurance plans, if currently offered, or a lump sum payment to procure substantially similar health care coverage on a public or private exchange until the earlier of Hire and for a period (A) the expiration of twenty-four months if the two (2) years from the effective date of the termination or (B) Executive’s eligibility for financial support in a group health plan of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirea subsequent employer or entity for which Executive provides consulting services; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts amount otherwise payable to Executive pursuant to this clause (iiSection 7(b)(i)(C) shall be reduced by the amount of any cash severance or termination benefits paid to Executive under any other severance plan, severance program or severance arrangement of the Company and its affiliates (but not reduced by any other payment to Executive whatsoever, including (without limitation) any payment by the Company or any affiliate of the Company in consideration of stock or any other property). Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to termination by the Company without Cause, except as set forth in this Section 7(b), Executive shall have no further rights to any compensation earned or other benefits under this Agreement. As a condition precedent to any Company obligation to the Executive pursuant to this Section 7(b) (other than with respect to any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off) and the Earned/Unpaid Annual Bonus, if any, which for the avoidance of doubt shall be promptly paid to the Executive following termination), the Executive shall, upon or promptly (and in all events within twenty one days unless a forty-five day period is required under applicable law, in which case the period shall be forty-five days) following her last day of employment with the Company, provide the Company with a valid, executed, written release of claims (in the form attached hereto as Exhibit A or such other form as modified by the Company for executive officers) and such release shall have not been revoked by the Executive from his or her new employment during such period (except that in pursuant to any revocation rights afforded by applicable law. The Company shall have no event shall obligation to make any such reduction result in payment to the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv7(b) unless and until the release contemplated by this Section 7(b) becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. If the maximum period of time in which Executive has to consider and revoke such release spans two different calendar years, payment of the applicable benefits shall be entitled (to his rights the extent required in order to indemnification avoid any tax, penalty or interest under Section 5 hereof409A of the Internal Revenue Code of 1986, as amended (the “Code”)) be made in the second of those two years.

Termination Without Cause. If, during If Employee's employment by the Employment Period, ------------------------- Company is terminated by the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in without Cause pursuant to Section 4(a2(b)(iii), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to Employee (i) the Executive compensation and other benefits, including unpaid deferred compensation and vacation pay (but excluding the bonus described in Section 2(d)(ii)), expressly provided under this Agreement through the Termination Date and (ii) a lump sum cash payment (the "Severance Payment") equal to the sum of: ----------------- (A) the product of (I) the number set forth in Section 3(d)(ii)(A) of attached Schedule A multiplied by (II) the sum (y) ---------- Employee's annual base salary in effect at the Termination Date and (z) the Highest Annual Bonus (as hereinafter defined) ; (B) an amount (the "Highest Annual Bonus") equal to his accrued Base Salary up to the date greater -------------------- of termination, prorated (I) the Required Bonus and (based on the same percentage of accrued Base Salary as compared to II) the annual Base Salary multiplied times bonus received by Employee during the average most recent fiscal year of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement PlanCompany, in each case accrued through prorated to reflect the date partial year for which Employee was employed by the Company from and after the most recent anniversary of terminationthe Effective Date; (C) the amount the Company would have been required to contribute on behalf of Employee under its defined contribution plans had Employee remained employed by the Company in the same status after the Termination Date for the duration of the Subject Period; and (D) the full positive balance in Employee's "bonus bank" account maintained by the Company pursuant to the EVA Plan (it being agreed that Employee shall not be required to pay to the Company any negative balance in such "bonus bank" account), in each case notwithstanding anything to the contrary contained in the EVA Plan. In addition, (i) the Company, at its expense, shall continue to provide Employee with all employee benefit programs (other than welfare benefit programs) and fringe benefits specified in Section 2(d)(iii) for the duration of the Subject Period, or until Employee's death, whichever is the shorter period; (ii) the Company shall continue Company, at its expense (not to pay exceed the Executive his Base Salary, average Bonus (based on the average amount set forth in Section 3(d) of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodattached Schedule A), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus provide Employee with outplacement services; ---------- and other benefits had been continued for a period of six months following such termination); (iii) all stock options, shares of restricted stock and other stock or stock based awards granted by the Executive Company to Employee shall be entitled to become fully vested, notwithstanding the terms and conditions thereof or any amounts owing but not yet paid plans pursuant to Section 3(ewhich such grants or awards were made (the provisions of this paragraph are referred to as the "Other Severance Benefits"); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.. ------------------------

Termination Without Cause. If, during In the event that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Company terminates Executive's post-discharge compensation and benefits will be as follows, subject to the employment Executive's execution of the Executive hereunder for any reason other than a reason release as set forth in Section 4(a), 4(bParagraph 7 below: (a) The Executive will be placed on inactive or 4(c): "RA" status beginning on the day following his last day of active work and ending on the earliest of (i) concurrent with such terminationthe date the Employment Period was scheduled to expire, (ii) the Company shall pay to day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including his obligations under Paragraphs 8 and 9 (the "RA Period), during which time he will be paid the salary provided in subparagraph 2(a) on the same schedule as if he still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (b) The Executive will be paid an amount equal to his accrued Base Salary up two-thirds of the targeted incentive provided in Paragraph 2(b) for the year in which he ceases active employment and for each succeeding year (or, on a pro rata basis, portion of a year) during the RA Period, payable on March 31 following the end of the year to which such targeted incentive relates if the date of termination, prorated Bonus (based Executive is still on RA status on the same percentage of accrued Base Salary as compared to scheduled payment date or, in the annual Base Salary multiplied times the average case of the annual Bonuses year during which RA status terminates, if the Executive is still on RA status on the last day of the RA Period, subject to any required delay described in subparagraph (c) below; (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of his termination of employment for 6 months following the three fiscal years day he ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on his last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on his last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work. (e) The Executive's active participation in the Company's 401(k) Plan, ESOP and SERP will end on his last day of active work, and he will earn no vesting service and no additional benefits under those plans after that date. For purposes of receiving a distribution of his vested account balance under the 401(k) plan or ESOP, the Executive will be considered to have severed from service with the Company on his last day of active work. (f) The Executive will remain covered by the Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of the RA Period the Executive will be entitled to continuation coverage for himself and his eligible dependents under the plan's COBRA provisions at his own expense. The Executive's participation in all other welfare benefit and fringe benefit plans of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based will end on the average day he ceases active work, subject to any conversion rights generally available to former employees under the terms of the annual Bonuses paid such plans. Any Amounts payable to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Paragraph 6 shall be reduced by the amount of compensation earned by the Executive Executive's earnings from his or her new other employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) which the Executive shall be entitled have an affirmative duty to any amounts owing but not yet paid pursuant to Section 3(e)seek; and (iv) provided, however, that the Executive shall not be entitled obligated to accept a new position which is not reasonable comparable to his rights to indemnification under Section 5 hereofemployment with the Company).

Termination Without Cause. If, during The Employment Term and the Employment Period, Executive’s employment hereunder may be terminated by the Company terminates without Cause. In the employment event of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant receive the Accrued Amounts and, subject to Section 3(ethe Executive’s execution of a release of claims 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 “Release Execution Period”); and (iv) , the Executive shall be entitled to his rights receive the following: equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to indemnification 0.75 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 sixty (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; a payment equal to 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 “Pro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in 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; If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the nine-month anniversary of the Termination Date; (ii) the date the 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 from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5 hereof2.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.2(c) in a manner as is necessary to comply with the ACA. The treatment of each outstanding equity award, if any, shall be determined in accordance with the terms of the applicable plan and award agreement.

Termination Without Cause. If, during The Employment Term and the Employment Period, Executive’s employment hereunder may be terminated by the Company terminates without Cause. In the employment event of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant receive the Accrued Amounts and, subject to Section 3(ethe Executive’s execution of a release of claims 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 “Release Execution Period”); and (iv) , the Executive shall be entitled to his rights receive the following: (a) equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to indemnification 0.75 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 sixty (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 payment equal to 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 “Pro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in 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 the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the nine-month anniversary of the Termination Date; (ii) the date the 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 from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5 hereof2.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 2.2(c) in a manner as is necessary to comply with the ACA. (d) The treatment of each outstanding equity award, if any, shall be determined in accordance with the terms of the applicable plan and award agreement.

Termination Without Cause. (i) If, during prior to the Employment Periodexpiration of the Term, the Company terminates the Employee's employment of the Executive hereunder for any reason other than Disability or Cause (such termination being hereinafter referred to as a reason set forth in Section 4(a"Termination without Cause"), 4(bthe Employee shall be entitled to (A) payment of his Salary accrued up to and including the date of the Termination without Cause, (B) payment of any Annual Incentive that is earned and payable with regard to a prior year but unpaid as of the date of termination or 4(c): resignation, (iC) concurrent with such terminationpayment of any unreimbursed expenses and (D) severance, subject to the Employee's execution and delivery to the Company shall pay of a standard release of employment related claims against the Company, of (1) a lump sum payment in cash equal to the Executive sum of (W) the product of his Salary, at the rate in effect on the date of the Termination without Cause, multiplied by 1.5, plus (X) an amount equal to his accrued Base Salary up the portion of the medical, dental and vision benefits that the Company would have paid on behalf of the Employee and the number of dependants with respect to which the Employee was receiving benefits under these plans as of the date of terminationthe Termination without Cause had the Employee continued to participate in the benefit plans of the Company for a period of 18 months immediately following the date of the Good Reason Resignation, plus (Y) the unpaid portion of the target amount of the Annual Incentive applicable to the plan year in which the Termination without Cause occurs, prorated Bonus to reflect the number of days the Employee served as an employee of the Company during the plan year on which the Termination without Cause occurs, plus (Z) the greater of (a) four hundred thousand dollars ($400,000) or (b) the unpaid portion of the Retention Performance Award earned as of the date of the Employee's termination determined based on the same percentage of accrued Base Salary as compared to Company's financial performance through the annual Base Salary multiplied times the average last day of the month immediately preceding Employee's termination (with any annual Bonuses paid performance goals under the Retention Performance Bonus Plan to the Executive be prorated as applicable for the three fiscal years purposes of the Company preceding such termination calculation), and (2) outplacement assistance for a maximum of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, 12 months in each case accrued through the date a maximum aggregate amount of termination;$20,000. (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the The effective date of a Termination without Cause shall be the date specified in a written notice of termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployee.

Termination Without Cause. If, In the event that Executive's employment is terminated Without Cause during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): Bank shall: (i) concurrent with such terminationpay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of Executive, the Company shall Accrued Plan Contribution (as defined above); (iv) pay to Executive the Executive an amount equal to his accrued Base Salary up that Executive would have been paid pursuant to Section 3(a) hereof from the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; the Employment Period would have expired if Executive's employment had not been sooner terminated Without Cause; (iiv) provide Executive (and upon his death his surviving spouse and minor children, if any) with coverage under the Company shall continue Core Plans that Executive would have been provided pursuant to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)Section 3(g) and all other benefits which would otherwise be payable hereunder for a period of twelve months if from the effective date of the termination of the Executive's employment through the date the Employment Period would have expired if Executive's employment had not been sooner terminated Without Cause (subject to the payment of the costs and contributions that such plans provide are the responsibility of the insured employee); and (vi) provide Executive (and his surviving spouse and minor children, if any) with the Company under this health insurance continuation benefits set forth in Section 4(d) occurs at least one year after 6(i), beginning on the Executive's Date of Hire and for a period of twenty-four months if the effective expiration date of the termination health insurance coverage provided under the Core Plans pursuant to Section 6(c)(v) (subject to the payment of the Executive's employment with the Company costs specified therein). Amounts payable under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause Subsections (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive of this Section 6(c) shall be entitled to his rights to indemnification under paid as provided in Section 5 hereof6(j).

Termination Without Cause. IfAt any time the Company shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 that is not a termination under any of Sections 5.1, during the Employment Period5.2, 5.3 or 5.5, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bshall: (a) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid b) pay to the Executive the accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (c) if such termination occurs at least one year after during the first two years of the Initial Terms, continue to pay the Executive's Date of Hire and Base Salary for a period of twenty-four nine (9) months if the effective date of following the termination of the Executive's employment with the Company under this Section 4(d) Company, or if such termination occurs at least five after the first two years after of the Initial Term, continue to pay the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued Salary for a period of six (6) months following the termination of the Executive's employment with the Company, in the manner and at such termination); time as the Base Salary otherwise would have been payable to the Executive, and (iiid) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.5 hereof, for the same salary continuation period described above following the termination of the Executive's employment with the Company, in the manner and at such times as the compensation or benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with a continuation of any savings, pension, profit-sharing or deferred compensation plans required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such benefits could not be provided under the plans, said cash payments to be made within forty-five (45) days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any benefits that would have accrued under any plan shall be entitled binding and conclusive on the Executive. The Company shall have no further liability hereunder other than for: (i) reimbursement for reasonable business expenses incurred prior to any amounts owing but not yet paid pursuant the date of termination, subject, however, to the provisions of Section 3(e); and 4.1, and (ivii) payment of compensation for unused vacation days that have accumulated during the Executive shall be entitled to his rights to indemnification under Section 5 hereofcalendar year in which such termination occurs.

Termination Without Cause. IfThe Company may, during at its option, terminate the Employment Period, the Company terminates the Executive’s employment of under this Agreement upon written notice to the Executive hereunder for any a reason other than a reason set forth in Section 4(a), 4(b) or 4(c):). If the Company terminates the Executive’s employment for any such reason, all obligations of the Company hereunder shall cease immediately, except that the Executive shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus payments and benefits specified in Sections 4(b)(i) through 4(b)(iii) (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationinclusive); (ii) payment equal to the Executive’s Base Salary at the Executive’s then current rate for the remainder of the Initial Term, less required and authorized withholding and deductions, payable in installments in accordance with the Company’s normal payroll practices or in a lump sum, as determined by the Company shall continue in its discretion; (iii) payment equal to pay one (1) times the average Annual Bonus earned by the Executive his Base Salaryduring the three prior fiscal years, average Bonus (based on or if the Executive was not employed by the Company for at least three fiscal years, the average of the annual Bonuses paid to Annual Bonus earned by the Executive for during the three fiscal years Employment Period, less required and authorized deductions, payable at the time that other senior executives of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata are paid their Annual Bonuses with respect to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if two fiscal years commencing after the effective date of the Executive’s termination of employment or in a lump sum, as determined by the Company in its discretion; and (iv) continuation of the Executive's employment ’s participation in the Company’s group health and life insurance plans for one (1) year (with the Company under this Section 4(dExecutive continuing to pay the employee’s share of applicable premiums). Notwithstanding Sections 4(d)(ii), (iii) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodiv), the amounts otherwise payable pursuant to this clause the Executive under Sections 4(d)(ii) and (iiiii) shall be reduced by the amount of salary, bonus or other compensation earned that the Executive receives from a subsequent employer, and the benefit continuation required under Section 4(d)(iv) shall be discontinued upon receipt by the Executive of substantially similar benefits from his a subsequent employer, as determined by the Board in good faith, during the period in which such amounts are payable or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant benefits are required to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salarycontinued under Sections 4(d)(ii), average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the or (iv), as applicable. The Executive shall be entitled use reasonable efforts to any amounts owing but not yet paid pursuant to Section 3(eseek other employment for this purpose. Further, notwithstanding Sections 4(d)(ii); and , (iii) and (iv), the Company’s obligation to pay the amounts under Sections 4(d)(ii) the Executive shall be entitled and (iii) and to his rights to indemnification continue certain benefits under Section 5 4(d)(iv) shall cease immediately upon the Executive’s breach of any provision of Section 6, 7 or 8 hereof.

Termination Without Cause. If, The Employee shall be entitled to receive from the Company the severance benefits as described below ("Severance Benefits") if during the Employment Period, the Company terminates the employment term of this Agreement there shall occur a Termination Without Cause (as such capitalized terms are defined below). The Severance Benefits shall consist of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):following: (i) concurrent with The Employee shall receive a single lump sum payment within thirty (30) days of the effective date of termination in an amount equal to sum of (i) the product of one (1) times the sum of (A) the Employee's highest base salary during the term of this Agreement and (B) the full "Target Award" fixed for the Employee under the Company's incentive bonus program for the then current fiscal year, (ii) an amount equal to the full "Target Award" fixed for the Employee under the Company's incentive bonus program for the then current fiscal year multiplied by a fraction, the numerator of which is the number of days in the then current fiscal year through the effective date of termination and the denominator of which is 365 and (iii) an amount equal to the sum of (A) the maximum contributions that could have been made by the Company on the Employee's behalf to all defined contribution plans of the Company (assuming that the Employee had made the maximum allowable contributions to such plans) and (B) the present value of the benefits that the Employee could have accrued under all defined benefit plans of the Company, had the Employee continued to participate in such plans for the one (1) year period following the effective date of termination. (ii) The Employee shall receive an amount, paid within thirty (30) days of the effective date of termination, equal to the sum of (A) the Employee's base salary through the effective date of termination to the extent not theretofore paid, (B) the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued by the Employee as of the effective date of termination to the extent not theretofore paid not included in section 6 (a) (I) (ii) and (C) any vacation pay, expense reimbursements and other cash entitlements accrued by the Employee as of the effective date of termination to the extent not theretofore paid. (iii) For a period of one (1) year following the effective date of termination, the Company shall pay arrange to provide the Employee, at the Company's cost, with life, disability and health-and-accident insurance coverage providing substantially similar benefits to those which the Employee was receiving immediately prior to the Executive an amount equal to his accrued Base Salary up to the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of extent the Company preceding continues to maintain benefit plans providing for such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive benefits for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireexecutives generally; provided, however, that if, prior to the end of Company may cease providing such period, benefits at such time as the Executive shall obtain employment Employee is provided with substantially equivalent benefits by another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.employer

Termination Without Cause. IfThe Company may, during with or without reason, ------------------------- terminate the Period of Employment Periodand Employee's employment hereunder without Cause at any time, by providing Employee written notice of such termination. In the event of the termination of the Period of Employment and Employee's employment hereunder due to a termination by the Company terminates the employment of the Executive hereunder for any reason without Cause (other than a reason set forth in Section 4(adue to Employee's death or Permanent Disability), 4(b) or 4(c):then Employee shall be entitled to receive: (i) concurrent with such termination, the Company shall pay a lump sum cash payment equal to the Executive sum of (A) any accrued but unpaid Base Salary as of the date of Employee's termination of employment hereunder, (B) the Earned/Unpaid Annual Bonus, if any, (C) the target annual incentive compensation, if any, that Employee would have been entitled to receive pursuant to Section 3(b) in respect of the fiscal year in which termination of Employee's employment occurs and (D) an amount equal to his accrued the product of (x) the Employee's then current Base Salary up to times (y) the greater of (I) three (3) or (II) the number of years (including fractions thereof) remaining in the Period of Employment as of the date of termination, prorated Bonus Employee's termination of employment (based on the same percentage determined without regard to Employee's termination of accrued Base Salary as compared employment and without regard to the annual Base Salary multiplied times the average any further extensions pursuant to Section 2). The lump sum cash payment shall be made in two installments with fifty percent (50%) of the annual Bonuses paid to the Executive for the three fiscal years lump sum payable within ten (10) business days after termination of Employee's employment and, provided Employee is in compliance with Section 12 of the Company preceding such Agreement ("Non- Competition"), fifty percent (50%) plus interest at a rate of eight percent (8%) per year from the date of Employee's termination of employment payable one (1) year after the date of Employee's termination of employment) and any amounts payable ; except in the event that Employee terminates his Employment pursuant to Section 8(b)(iv) ("Termination by Employee-Termination for Good Reason - Change of Control"), wherein one hundred percent (100%) of the Supplemental Retirement Plan, in each case accrued through the date lump sum cash payment shall be made within ten (10) business days after termination of terminationEmployee's employment; (ii) such Employee Benefits, if any, as to which Employee may be entitled under the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average employee benefit plans and arrangements of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period Company; and (said Base Salary and average bonus being payable pro-rata to the Executive on iii) continued participation in the Company's usual payroll dates)group health insurance plans at the Company's expense until the earlier of (A) and all other benefits which would otherwise be payable hereunder for a period the expiration of twelve months if the three (3) years from the effective date of termination or (B) Employee's eligibility for participation in the termination group health plan of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and a subsequent employer or entity for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirewhich Employee provides consulting services; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts amount otherwise payable to Employee pursuant to this clause (iiSection 7(b)(i)(D) shall be reduced by the amount of compensation earned any cash severance or termination benefits paid to Employee under any other severance plan, severance program or severance arrangement of the Company and its affiliates (but not reduced by any other payment to Employee whatsoever, including (without limitation) any payment by the Executive from his Company or her new employment during such period (except that any affiliate of the Company in no event shall consideration of stock or any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salaryother property, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid whether pursuant to Section 3(e5 of this Agreement or otherwise); and . Notwithstanding any other provision of this Agreement, following such termination of Employee's employment due to termination by the Company without Cause, except as set forth in this Section 7(b) and the Company's obligations under Section 5, and except for Employee's rights (ivif any) under the Executive plans, arrangements and programs referenced in Sections 3(b), 3(c) and 4, Employee shall be entitled to his have no further rights to indemnification any compensation or other benefits under Section 5 hereofthis Agreement.

Termination Without Cause. IfThe Company may terminate this Agreement without Cause (as defined below in section 6) at any time and upon such termination the Executive’s employment will terminate. Except as provided in this subsection, during the Employment Period, if the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a)this Agreement without Cause, 4(b) or 4(c):then (i) concurrent with such termination, the Company shall (A) SKS will pay to the Executive as severance in a lump sum an amount equal to his accrued the sum of (1) the Executive’s Base Salary up for twenty-four months at the rate in effect at the time of termination and (2) the Executive’s target bonus potential amount for the fiscal year during which the termination of this Agreement occurs (and no other bonus will be payable) (such sum, the “Severance Payment”), and (B) each unvested restricted stock award (and not performance share awards) will immediately vest in an amount equal to the date product of termination, prorated Bonus (based on the same percentage number of accrued Base Salary as compared shares subject to the annual Base Salary award multiplied times by a fraction the average numerator of which is the annual Bonuses paid to number of days elapsed during the Executive three-year vesting period for the three fiscal years of the Company preceding such termination of employment) award to and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if including the effective date of the termination of the Executive's ’s employment with and the Company under this Section 4(d) occurs at least one denominator of which is 1,095, and each unvested Cash Payment will immediately vest in an amount equal to the product of the Cash Payment multiplied by a fraction the numerator of which is the number of days elapsed during the one-year after the Executive's Date of Hire Cash Payment vesting period to and for a period of twenty-four months if including the effective date of the termination of the Executive's ’s employment with and the denominator of which is 365, and all awards of restricted stock that do not vest, all Cash Payments that do not vest, and all unvested performance share awards, will be immediately forfeited, and (ii) if the Company’s termination occurs primarily in anticipation of or as a result of or due to, directly or indirectly, a Change in Control (this and all subsequent references to “Change in Control” refer to the definition of that term in the 2004 Plan), in addition to the Company’s payment of the Severance Payment to the Executive, all of the Executive’s restricted stock awards, the target amount of performance share awards, and each unpaid Cash Payment will immediately vest. With respect to the immediate vesting of the unpaid Cash Payments, the Company under this Section 4(d) occurs at least will make them within five years after business days following the termination of the Executive's Date ’s employment. To calculate a Cash Payment any portion of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment which immediately vests in accordance with another employer this subsection (the Executive being obligated to use his or her reasonable best efforts to secure employment during such perioda), the amounts otherwise payable pursuant to this Company will use the New York Stock Exchange closing price of the Company’s common stock on the date of termination of the Executive’s employment, and if termination occurs as described in clause (ii) shall be reduced by of this subsection (a) the amount Company will use the per-share consideration paid to the Company’s shareholders with respect to their shares of compensation earned the Company’s common stock as a result of the Change in Control instead of the New York Stock Exchange closing price. SKS’s obligations to provide the benefits described in this subsection (a) are subject to SKS’s receipt of a written release, in form and substance reasonably satisfactory to SKS, executed and delivered by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in which the Executive receiving an amount pursuant releases SKS and its affiliates from all claims of, and liabilities and obligations to, the Executive arising out of this Agreement and the Executive’s employment by the Company. Termination of this Agreement in accordance with this subsection (a) will not terminate the Executive’s obligations under section 8 of this Agreement or SKS’s obligations under section 7 of this Agreement. If the Company terminates this Agreement without Cause and as a result the Executive would be entitled to this clause receive a severance payment in accordance with the terms of SKS’s 2000 Change of Control and Material Transaction Severance Plan, as amended from time to time (ii) the “2000 Plan”), if then in effect, that would be less greater than the amount Severance Payment, then only in that circumstance and solely for purposes of 2000 Plan the Executive would have earned if his Base Salary, average Bonus may elect to waive the Executive’s rights to receive the Severance Payment and other benefits had been continued for a period of six months following such termination); (iii) upon the waiver the Executive shall will not be entitled to any amounts owing but receive the Severance Payment and this Agreement will not yet paid pursuant to Section 3(e); and (iv) constitute an Existing Program as defined in the 2000 Plan. If the Executive shall be entitled directly or indirectly engages in an association that constitutes an Association (as defined in section 8(b)(iv)(D) of this Agreement), SKS’s obligations to his rights to indemnification under Section 5 hereofprovide the benefits described in the second sentence of this subsection will immediately terminate.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Executive's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period (the " Continuation Period") through the date on which the Term of twelve Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months if from notice of termination hereunder, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive's employment with . For this purpose, the Company under this Section 4(d) occurs at least five years after may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive's Date of Hire; provided, however, that if, prior to the end of such period. Further, the Executive shall obtain continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment with another employer hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Executive being obligated date of termination, subject, however, to use his or her reasonable best efforts to secure employment the provisions of Section 4.1, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such periodtermination occurs). For all purposes under this Agreement, the amounts otherwise payable failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during (a) The Company shall have the right to terminate the Term of Employment Period, the Company terminates the employment of at any time by providing to the Executive hereunder for any reason other than a reason set forth Notice of Termination (as defined in Section 4(a5.7 hereof) not less than 30 days prior to the Date of Termination (as defined in Section 5.7 hereof). (b) Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 4(b) 5.2, 5.3 or 4(c5.5): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his Executive, on or before the first regular pay date after the Date of Termination (w) any accrued but unpaid Base Salary up through the Date of Termination, (v) any accrued but unpaid Bonuses for any fiscal year ending on or before the Date of Termination (if determined as of the Date of Termination; if not so determined as of such date, to be paid promptly after such Bonuses are determined), (x) if a Qualifying Change in Control has occurred on or before the Date of Termination, the Special Bonus if to the date of terminationextent not previously paid; and (y) his Accrued Vacation Payment, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationif any; (ii) the Company shall pay to the Executive the Termination Bonus, if any, at the time specified in Section 3.2(a)(ii); (iii) the Company shall continue to pay the Executive his Executive's Base Salary, average Bonus (based on Salary for the average duration of the annual Bonuses paid Non-Compete Period as defined in Section 6.1 hereof, in the manner and at such times as the Base Salary otherwise would have been payable to the Executive; (iv) the Company shall continue to provide the Executive with the Benefits he was receiving under Sections 4.2 hereof, through the end of the Noncompete Period, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive; (v) if the Date of Termination occurs either after the Performance Condition (as that term is defined in the Restricted Stock Unit Agreement) has been satisfied or before December 31, 2005, then as of the Date of Termination, the Executive shall become immediately vested in the greater of (1) the portion of the Restricted Stock Units in which the Executive would have been vested had his employment not terminated until the first anniversary of the Date of Termination, or (2) 50% of the Restricted Stock Units (the "Vested Units") and shall be entitled to an immediate distribution of that number of shares of Common Stock of the Parent that is represented by those Vested Units; PROVIDED, HOWEVER, that the Company shall have the right to redeem the Vested Units at the Fair Market Value thereof as set forth in Section 5.2 (b). If the Company wishes to exercise such rights, it shall provide written notice thereof to the Executive for within 30 days after the three fiscal years Date of Termination and the closing on such transaction shall occur within 20 days after such notice; (vi) if and to the extent that any Options are not then at least 50% exercisable, then 50% of each such Option shall become exercisable immediately; and (vii) in the event that a Change in Control occurs after the Performance Condition (as that terms is defined in the Restricted Stock Unit Agreement) has been satisfied or before December 31, 2005, and on or before the first anniversary of the Date of Termination, then: (x) the Executive shall become immediately vested in any Restricted Stock Units that were not vested as of the Date of Termination (the "Additional Vested Units") and shall be entitled as of that first anniversary to an immediate distribution of that number of shares of Common Stock of the Parent that is represented by those Additional Vested Units; provided, however, that the Company preceding such termination of employment divided by shall have the applicable right to redeem the Additional Vested Units at the Fair Market Value thereof as set forth in Section 5.2(b); and (y) if the Change in Control is a Qualifying Change in Control, the Company shall immediately pay period (said Base Salary and average bonus being payable pro-rata to the Executive the Special Bonus under Section 3.2(c) hereof. If the Company wishes to exercise the right to redeem any Vested Units or Additional Vested Units pursuant to the foregoing provisions, it shall provide written notice thereof to the Executive within 30 days after the Date of Termination and the closing on such transaction shall occur within 20 days after such notice.. (c) In the Company's usual payroll dates)) and all other benefits which would otherwise be payable event that the Company is unable to provide the Executive with any of the Benefits required hereunder for a period of twelve months if the effective date by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company shall either pay directly, or reimburse the Executive for his payment of, the cost to the Executive to acquire those Benefits as and when payment of such costs are due, for the period during which such Benefits could not be provided under the plans. Upon any termination effected and compensated pursuant to this Section 4(d) occurs at least one year after 5.4, the Executive's Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedTermination, subject, however, that if, prior to the end provisions of such period, Section 4.1 and the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount provision of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e4.7 hereof); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during (i) If the Employment Period, the Company terminates the Executive’s employment of the Executive hereunder is terminated by Intervoice for any reason other than a reason set forth in Section 4(a)death, 4(b) Inability to Perform, or 4(c): (i) concurrent with such terminationCause, the Company shall Intervoice will continue to pay to the Executive an amount equal to his accrued Executive, at the time and in the manner provided in Paragraph 7(e)(ii), the Executive’s Base Salary up to for 12 months from the date of terminationEmployment Termination Date if, prorated Bonus (based on within 45 days after the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to Employment Termination Date, the Executive for the three fiscal years of the Company preceding such termination of employment) has signed a general release agreement in a form acceptable to Intervoice and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salarydoes not thereafter revoke such an agreement, average Bonus (based on the average of the annual Bonuses paid if permitted by law to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hiredo so; provided, however, that ifIntervoice’s obligation under this Paragraph 7(e) is limited as follows: (A) If, prior to in the end reasonable judgment of such periodIntervoice, the Executive engages in any conduct that violates Paragraph 8 or engages in any of the Restricted Activities described in Paragraph 9, Intervoice’s obligation to make payments to the Executive under this Paragraph 7(e), if any such obligation remains, shall obtain end as of the date Intervoice so notifies the Executive in writing; and (B) if the Executive is arrested or indicted for any felony, other criminal offense punishable by imprisonment or jail term of one year or more, or any violation of federal or state securities laws, or has any civil enforcement action brought against the Executive by any regulatory agency, for actions or omissions related to the Executive’s employment with another employer (Intervoice or any of its Affiliates, or if Intervoice reasonably believes that the Executive being obligated has committed any act or omission that would have entitled Intervoice to use his terminate the Executive’s employment for Cause, whether such act or her reasonable best efforts omission was committed during the Executive’s employment with Intervoice or any of its Affiliates or thereafter, Intervoice may suspend any payments remaining under this Paragraph 7(e) until the final resolution of such criminal or civil proceedings or until such earlier date on which the Board has made a final determination as to secure employment during whether the Executive committed such period)an act or omission. If the Executive is found guilty or enters into a plea agreement, consent decree, or similar arrangement with respect to any such criminal or civil proceedings, or if the amounts otherwise payable pursuant Board determines that the Executive has committed such an act or omission, (1) Intervoice’s obligation to provide the payments set out in this clause (iiParagraph 7(e) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period immediately end, and (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii2) the Executive shall be entitled repay to Intervoice any amounts owing but not yet paid to the Executive pursuant to Section 3(ethis Paragraph 7(e) within 30 days after a written request to do so by Intervoice. If any such criminal or civil proceedings do not result in a finding of guilt or the entry of a plea agreement or consent decree or similar arrangement, or the Board determines that the Executive has not committed such an act or omission, Intervoice shall pay to the Executive any payments that it has suspended, with interest on such suspended payments at its cost of funds, and shall make any remaining payments due under this Paragraph 7(e); and. (ivii) the Executive The Base Salary payments provided for under this Paragraph 7(e) shall be entitled paid at the time and in the manner such Base Salary would have been paid had there been no termination of employment unless such payments may not be begun before the date that is six months after the date of the Executive’s separation from service (or, if earlier, the date of death of the Executive) as provided in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) in order to his rights to indemnification meet the requirements of Section 409A of the Code, as determined by Intervoice in its sole judgment, in which case the sum of the payments that otherwise would have been made during such six-month period shall be paid in a single lump-sum payment as soon as administratively practicable following the date that is six months after the date of the Executive’s separation from service (or, if earlier, the date of death of the Executive) and any remaining payments provided for under Section 5 hereofthis Paragraph 7(e) shall be paid at the time and in the manner such Base Salary would have been paid had there been no termination of employment.

Termination Without Cause. If, during In the event that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Company terminates Executive’s post-discharge compensation and benefits will be as follows, subject to the employment Executive’s execution of the Executive hereunder for any reason other than a reason release as set forth in Section 4(a), 4(bParagraph 7 below: (a) The Executive will be placed on inactive or 4(c): “RA” status beginning on the day following his last day of active work and ending on the earliest of (i) concurrent with such terminationthe date the Employment Period was scheduled to expire, (ii) the Company shall pay to day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including his obligations under Paragraphs 8 and 9 (the “RA Period”), during which time he will be paid the salary provided in subparagraph 2(a) on the same schedule as if he still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (b) The Executive will be paid an amount equal to his accrued Base Salary up to two-thirds of the date targeted incentive provided in Paragraph 2(b) for the year in which he ceases active employment and for each succeeding year (or, on a pro rata basis, portion of terminationa year) during the RA Period, prorated Bonus (based payable if the Executive is still on RA status on the same percentage of accrued Base Salary as compared to scheduled payment date or, in the annual Base Salary multiplied times the average case of the annual Bonuses year during which RA status terminates, if the Executive is still on RA status on the last day of the RA Period. Payment to Executive shall be made at the regular time for payment of such bonuses under the Company’s Management Incentive Plan, but not later than the March 15 following the end of the relevant performance period, subject to any required delay described in subparagraph (c) below; (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a “specified employee” under section 409A of the Internal Revenue Code of 1986, as amended (“Code”), no payment of deferred compensation within the meaning Code section 409A that is not exempted from application of Section 409A as an exempt short term deferral or exempt separation pay in accordance with applicable Treasury regulations will be paid to the Executive on account of his termination of employment for 6 months following the three fiscal years day he ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on his last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on his last day of active work subject to the payment by the Executive of all applicable taxes. Any vested Arrow performance shares will be paid out in accordance with their terms. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive’s last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive’s last day of active work. (e) The Executive’s active participation in the Company’s 401(k) Plan, ESOP and SERP will end on his last day of active work, and he will earn no vesting service and no additional benefits under those plans after that date. For purposes of receiving a distribution of his vested account balance under the 401(k) plan or ESOP, the Executive will be considered to have severed from service with the Company on his last day of active work. (f) The Executive will remain covered by the Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of the RA Period the Executive will be entitled to continuation coverage for himself and his eligible dependents under the plan’s COBRA provisions at his own expense. The Executive’s participation in all other welfare benefit and fringe benefit plans of the Company preceding will end on the day he ceases active work, subject to any conversion rights generally available to former employees under the terms of such termination of employment) and any plans. Any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Paragraph 6 shall be reduced by the amount of compensation earned by the Executive Executive’s earnings from his or her new other employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) which the Executive shall be entitled have an affirmative duty to any amounts owing but not yet paid pursuant to Section 3(e)seek; and (iv) provided, however, that the Executive shall not be entitled obligated to accept a new position which is not reasonable comparable to his rights to indemnification under Section 5 hereofemployment with the Company).

Termination Without Cause. IfNotwithstanding any other provision contained herein, during the Employment Period, the Company terminates the may terminate this agreement and Employee’s employment of the Executive hereunder for any reason other than a reason set forth without Cause and in Section 4(a), 4(bCompany’s sole and absolute discretion by giving Employee fourteen (14) or 4(c): (i) concurrent with such terminationdays prior notice thereof. Upon termination without Cause, the Company shall be liable for payment of the Accrued Obligations through and including the effective date of termination. In addition, (A) Company shall pay Employee (i) a lump sum equal to the Executive one times Employee’s Base Salary as then in effect, and (ii) an amount equal to his accrued Base Salary up one times the amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive Company shall reimburse Employee for the three fiscal years of the Company preceding such termination of employment) and any amounts payable premiums that Employee pays pursuant to the Supplemental Retirement Plan, Consolidated Omnibus Budget Reconciliation Act of 1985 and/or sections 601 through 608 of COBRA to continue coverage in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) ’s health insurance program for active employees in which Employee and all other benefits which would otherwise be payable hereunder for a period of twelve months if Employee’s dependents participated immediately prior to the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire termination, including major medical, dental, and for vision, but excluding any self-funded group health plans (each such premium being a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire“COBRA Premium”); provided, however, that ifin order to receive a COBRA Premium reimbursement, prior Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the end COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the Public Health Service Act and the related regulations and guidance promulgated thereunder (collectively, including any successor statute, the “PHSA”). Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of its receipt of such periodevidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the Executive shall obtain employment with another employer (COBRA Premium reimbursement for any period in which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this clause (ii) Section 3.2, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in full force and effect. Collectively, the payments made under this Section shall be reduced by referred to as the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof“Without Cause Separation Package.”

Termination Without Cause. IfSubject to Section 5.8, during the Employment Period, at any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Executive's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period (the "Continuation Period") through the date on which the Term of twelve Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5 but in no event for more than six (6) months if from notice of termination hereunder, (iii) continue to provide the effective date Executive with the benefits he/she was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least one year after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date of Hire and benefit under the plan, for a the period of twenty-four months if during which such Benefits could not be provided under the effective date plans. The Company's good faith determination of the termination amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive's employment with . For this purpose, the Company under this Section 4(d) occurs at least five years after may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive's Date of Hire; provided, however, that if, prior to the end of such period. Further, the Executive shall obtain continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment with another employer (hereunder terminated on the last day of the Continuation Period. The Company shall have no further liability hereunder to the Executive being obligated other than for (i) reimbursement for reasonable business expenses incurred prior to use his or her reasonable best efforts the date of termination, subject however, to secure employment the provisions of Section 4.1, (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such period)termination occurs, and (iii) those continuing obligations of the Company set forth in Article 19 and Article 20. For all purposes hereunder, the amounts otherwise payable failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during The Employers may terminate the Employment Period, the Company terminates the Executive’s employment of the Executive hereunder for any reason reasons other than a reason set forth Cause upon not less than 60 days prior written notice delivered to the Executive, in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, which event the Company Employers shall pay to the Executive an amount equal to his accrued Base Salary up to Executive, within 30 days of the date of termination, prorated Bonus (based on a lump sum payment equal to the same percentage of accrued unpaid Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses that would have been paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause Agreement, if the Executive had remained employed under the terms of this Agreement through the end of the Employment Term. In addition, the Accrued Obligations and Other Benefits shall be timely paid or provided. If the Executive terminates his employment with the Employers during the Employment Term for “Good Reason,” such termination shall be deemed to have been a termination by the Employers of the Executive’s employment without Cause. For purposes of this Agreement, “Good Reason” shall mean: (ii1) the assignment to the Executive by the Employers (or either of them) of duties materially inconsistent with the Executive’s position, duties, responsibilities, and status with the Employers, a material adverse change in the Executive’s titles or offices, any removal of the Executive from or any failure to reelect the Executive to any of such positions, except in connection with the termination of his employment for Cause, or any action that would be less than have a material adverse effect on the amount physical conditions in which the Executive would have earned if performs his employment duties; or (2) a reduction by the Employers in the Executive’s Base Salary; or (3) the taking of any action by the Employers that would materially adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any employee benefit plan or deprive the Executive of any material fringe benefit enjoyed by the Executive, average Bonus and other benefits had been continued except for a period reduction in benefits that is being applied generally to all similarly situated employees; or (4) any other action or inaction that constitutes a material breach by the Employers (or either of six months following such termination); them) of this Agreement; or (iii6) any failure by the Executive shall be entitled Employers to obtain the assumption of this Agreement by any amounts owing but not yet paid pursuant to Section 3(e); and (iv) acquirors, successors or assigns of the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployers.

Termination Without Cause. IfEmployer shall have the right, during the Employment Periodexercisable upon written notice, the Company terminates the to terminate Employee’s employment of the Executive hereunder under this Agreement for any reason other than a reason set forth in Section 4(aSections 7(a), 4(b(c) or 4(c): and (d), above, at any time during the Term. If Employee is so terminated by Employer pursuant to this Section 7(e) during the Term, Employer shall pay Employee two weeks of Base Salary for each full year of service to a maximum of eight (8) weeks of the Base Salary. Should Employee, at Employee’s sole and exclusive option, provide Employer, no later than two (2) weeks prior to the end of the salary continuation benefits specified in the preceding sentence, with Employer’s then standard form of separation, waiver and release agreement of all claims against Employer, then Employer agrees to (i) concurrent with such termination, extend the Company period during which Employer shall pay to Employee the Executive an amount equal Base Salary, and (ii) reimburse Employee for the cost of the same medical, dental, long-term disability and life insurance pursuant to his accrued Base Salary up Section 6(a) to which Employee was entitled hereunder as of the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifin the case of such medical and dental insurance, that Employee makes a timely election for, and continues to qualify for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, in each case (i.e., the Base Salary and insurance), until the expiration of twelve months from the date of termination. Employer shall make such payments in accordance with its regular payroll schedule. In addition, if Employee is so terminated by Employer pursuant to this Section 7(e) during the Term and prior to the end Restricted Stock Vesting Date, then vesting of such periodthe Restricted Stock shall be accelerated as follows: (i) if the date of termination is on or after November 15, 2011, but before November 15, 2012, the Executive Restricted Stock shall obtain employment be 33 1/3% vested if the Stock Performance Condition would have been met if determined on such termination date (rather than the Restricted Stock Vesting Date) replacing “three (3) times the Reference Price” with another employer “one and two-thirds (1 2/3) times the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), Reference Price” in the amounts otherwise payable pursuant to this clause definition of “Stock Performance Condition”; and (ii) if the date of termination is on or after November 15, 2012, but before the Restricted Stock Vesting Date, the Restricted Stock shall be reduced by 66 2/3% vested if the amount of compensation earned by Stock Performance Condition would have been met if determined on such termination date (rather than the Executive from his or her new employment during such period Restricted Stock Vesting Date) replacing “three (except that in no event shall any such reduction result 3) times the Reference Price” with “two and one-third (2 1/3) times the Reference Price” in the Executive receiving an amount pursuant definition of “Stock Performance Condition.” 3. All references to this clause (ii) that would be less than “Employer” in the amount Employment Agreement to the Executive would have earned if his Base Salaryextent relating to Employer’s common stock, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) Compensation Committee, the Executive Board, the CEO or the Plan, shall be entitled deemed to any amounts owing be referring to ChromaDex Corporation, a Delaware corporation. 4. Capitalized terms used but not yet paid pursuant defined in this Amendment shall have the meanings given in the Employment Agreement. 5. This Amendment along with the Employment Agreement constitute the sole and entire agreements of the parties relating to Section 3(e); and (iv) the Executive subject matter contained therein. To the extent there is any inconsistency between this Amendment and the Employment Agreement, the provisions of this Amendment shall be entitled to his rights to indemnification under Section 5 hereofcontrolling.

Termination Without Cause. If, during In the event that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Company terminates Executive's post-discharge compensation and benefits will be as follows, subject to the employment Executive's execution of the Executive hereunder for any reason other than a reason release as set forth in Section 4(a), 4(bParagraph 7 below: (a) The Executive will be placed on inactive or 4(c): "RA" status beginning on the day following her last day of active work and ending on the earliest of (i) concurrent with such terminationthe date the Employment Period was scheduled to expire, (ii) the Company shall pay to day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including her obligations under Paragraphs 8 and 9 (the "RA Period), during which time she will be paid the salary provided in subparagraph 2(a) on the same schedule as if she still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (b) The Executive will be paid an amount equal to his accrued Base Salary up two-thirds of the targeted incentive provided in Paragraph 2(b) for the year in which she ceases active employment and for each succeeding year (or, on a pro rata basis, portion of a year) during the RA Period, payable on March 31 following the end of the year to which such targeted incentive relates if the date of termination, prorated Bonus (based Executive is still on RA status on the same percentage of accrued Base Salary as compared to scheduled payment date or, in the annual Base Salary multiplied times the average case of the annual Bonuses year during which RA status terminates, if the Executive is still on RA status on the last day of the RA Period, subject to any required delay described in subparagraph (c) below; (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of her termination of employment for 6 months following the three fiscal years day she ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on her last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on her last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work. (e) The Executive's active participation in the Company's 401(k) Plan, ESOP and SERP will end on her last day of active work, and she will earn no vesting service and no additional benefits under those plans after that date. For purposes of receiving a distribution of her vested account balance under the 401(k) plan or ESOP, the Executive will be considered to have severed from service with the Company on her last day of active work. (f) The Executive will remain covered by the Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of the RA Period the Executive will be entitled to continuation coverage for herself and her eligible dependents under the plan's COBRA provisions at her own expense. The Executive's participation in all other welfare benefit and fringe benefit plans of the Company preceding will end on the day she ceases active work, subject to any conversion rights generally available to former employees under the terms of such termination of employment) and any plans. Any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Paragraph 6 shall be reduced by the amount of compensation earned by the Executive Executive's earnings from his or her new other employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) which the Executive shall be entitled have an affirmative duty to any amounts owing but not yet paid pursuant to Section 3(e)seek; and (iv) provided, however, that the Executive shall not be entitled obligated to his rights accept a new position which is not reasonable comparable to indemnification under Section 5 hereofher employment with the Company).

Termination Without Cause. If, during In the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of event that the Executive's ------------------------- employment with hereunder is terminated by the Company under this Section 4(dwithout Cause and Sections 8(A), (B) occurs at least one year after or (F) do not apply, then the Executive's Date of Hire and Executive shall be entitled to: (1) Base Salary for a two-year period of twenty-four months if ending on the effective date second anniversary of the termination of the Executive's employment with the Company under this Termination Date, payable as provided in Section 4(d) occurs at least five years after the Executive's Date of Hire; 4, provided, however, that ifif Executive earns any employment income, prior self-employment income or consulting income from other sources during such two-year period, Executive shall provide written notice to the end Company setting forth the nature and amount of such periodincome, which shall be offset against Base Salary payments otherwise due to the Executive shall obtain employment with another employer hereunder in excess of one year's Base Salary (so that the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable will receive no less than one year's Base Salary pursuant to this clause Section 8(D)(1), regardless of other income); (ii2) shall be reduced by a Pro-Rata annual incentive award for the amount fiscal year in which the Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of compensation earned by the Executive from his or her new employment Executive's and Company's performance during such period fiscal year; (except that in no event shall any such reduction result in 3) the Executive receiving an amount pursuant continued right to this clause (ii) that would be less than exercise the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued Special Stock Option for a period of six months following two years from the Termination Date, such termination)Special Stock Option to become fully exercisable as of the Termination Date, and the immediate distribution of all shares of the Special Restricted Stock Award as of the Termination Date; (iii4) the Executive continued right to exercise any stock option exercisable on the Termination Date, other than the Special Stock Option, for a period of 3 months from the Termination Date; (5) expiration and forfeiture of any stock options unexercisable on the Termination Date, other than the Special Stock Option, and forfeiture of any shares of restricted stock not distributed as of the Termination Date, other than the Special Restricted Stock Award; (6) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which she or her family members were participating on such date, on terms and conditions that are no less favorable to her than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(D)(5) shall be entitled -------- ---- reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; (7) immediate vesting in the Company's Retirement Savings Plan (or any amounts owing but not yet paid pursuant to Section 3(esuccessor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (iv) 8) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(I)(1).

Termination Without Cause. IfThe Company shall have the right to terminate the Term of Employment at any time by written notice to the Employee not less than 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, during the Employment Period5.2, 5.3, or 5.5, the Company terminates shall: (a) pay to the employment Employee any unpaid Base Salary through the date of termination of the Executive hereunder Term of Employment specified in such notice; (b) pay to the Employee the accrued but unpaid Incentive Compensation, if any, for any reason other than Bonus Period ending on or before the date of termination of the Term of Employment; (c) continue to pay the Employee’s Base Salary for a reason set forth period (the “Continuation Period”) through the date on which the Term of Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5, in the manner and at such times as the Base Salary otherwise would have been payable to the Employee; (d) continue to pay the Employee Incentive Compensation and continue to provide the Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.3 hereof (the “Benefits”), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Employee; (e) pay to the Employee his Termination Year Bonus, if any, at the time provided in Section 4(a3.2; (f) pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period; and (g) if such termination occurs and is effective after December 31, 2008 but before the Expiration Date, pay to the Employee as a single lump sum payment, within 30 days of the Expiration Date, equal to the Employee’s then current Base Salary. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee’s benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the value of any Benefit shall be the amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Employee calculated in a similar manner to the Gross-Up Payment described in Section 4.7), 4(b) or 4(c): (i) concurrent with such termination. Upon any termination effected and compensated pursuant to this Section 5.4, the Company shall pay to the Executive an amount equal to his accrued Base Salary up have no further liability hereunder (other than under Section 4.8 and for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedsubject, however, that if, prior to the end provisions of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodSection 4.1), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfEither the Executive or the Company may terminate this Agreement and the Executive's employment without Cause by providing at least seventy-five (75) days' written notice; provided, during however, that the Employment PeriodCompany shall have the option of making termination of the Agreement and termination of the Executive's employment effective immediately upon notice, in which case Executive shall be paid his Base Salary through a notice period of seventy-five (75) days. This Section 4.3 shall not be applicable where Cause for termination exists. 4.3.1 If the notice of termination is given by the Company, in addition to any other amounts payable to Executive, under this Section 4.3, the Company terminates shall pay Executive within fifteen (15) days following termination, a lump sum amount equal to one (1) year's Base Salary. 4.3.2 In the employment of event that termination occurs pursuant to Section 4.3.1 then, in addition to the Executive hereunder for any reason other than a reason set forth payments specified in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationsaid Section, the Company shall pay to the Executive bonuses, if any, as follows: 4.3.2.1 Company shall pay Executive an amount equal to the annual bonus or annual incentive, if any, to which the Executive would otherwise have become entitled under any Company bonus or incentive plan in effect at the time of termination of this Agreement had the Executive remained continuously employed for the full fiscal year in which termination occurred and continued to perform his accrued Base Salary up duties in the same manner as they were performed immediately prior to termination; provided, however, that such bonus or incentive amount shall be pro-rated to the date of termination. The amount payable pursuant to this Section 4.3.2.1 shall be earned and payable as of the date that is fifteen (15) days after the date such bonus would have been paid had the Executive remained employed for the full fiscal year. 4.3.2.2 In the event Executive would have been entitled to a quarterly bonus or quarterly incentive payment had he remained employed for the entire quarter in which Executive was terminated, the Company shall pay Executive such quarterly bonus or incentive amount pro-rated to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary payable as compared to the annual Base Salary multiplied times the average of the annual Bonuses date that is fifteen (15) days after the date such bonus would have been paid to had the Executive remained employed for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoffull quarter.

Termination Without Cause. IfAt any time the Company shall have the right to terminate the Term of Employment by written notice to the Employee not less than 30 days prior to the Termination Date. Upon termination pursuant to this Section 5.04 (that is not a termination under any of Sections 5.01, during the Employment Period5.02, 5.03, or 5.05), the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bshall: (a) or 4(c): (i) concurrent with such termination, the Company shall immediately pay to the Executive an amount equal to his accrued Employee any unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; Termination Date specified in such notice; (iib) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Employee's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period (the "Continuation Period") through the date on which the Term of twelve months Employment would have ended pursuant to Article 2 hereof in the absence of an earlier termination pursuant to this Article 5, in the manner and at such times as the Base Salary otherwise would have been payable to the Employee; (c) except as set forth in the following clause (e), continue to provide the Employee with benefits that are comparable, in the aggregate, to the benefits he was receiving under Section 4.02 hereof (the "Benefits"), through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been provided to the Employee; (d) pay to the Employee his Termination Year Bonus, if any, at the effective date time provided in Section 3.02; and (e) pay to the Employee as a single lump sum payment, within 30 days of the Termination Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the ExecutiveEmployee's employment with pursuant to this Section 5.04, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. For this purpose, the value of any Benefit shall be the amount that the Employee is required to pay to obtain that Benefit (fully grossed up for taxes at the highest marginal rate applicable to the Employee to the extent that the Benefit would have been received tax-free to the Employee). Further, the Employee shall continue to vest in the Employee's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. Upon any termination effected and compensated pursuant to this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with 5.04, the Company under this Section 4(d) occurs at least five years after shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the Executive's Date of Hire; providedTermination Date, subject, however, that if, prior to the end provisions of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodSection 4.01), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during (a) In the Employment Period, the Company terminates the event (i) Executive's employment of the Executive hereunder is terminated (x) by MEDIQ/PRN for any reason other than a reason set forth in Section 4(a)Cause, 4(bor the death or Disability of Executive or (y) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the by Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;Good Reason; or (ii) this Agreement is not renewed by MEDIQ/PRN at the Company end of any Contract Period on terms and conditions no less favorable to Executive than those in effect at such time, MEDIQ/PRN shall immediately pay Executive all amounts due under Sections 3.1 and 3.3 (including base salary, Employee Benefits, expense reimbursements and compensation for unused vacation time) accrued as of the date of such termination in accordance with GAAP. In such event, Executive (and, as applicable, his family) shall also continue to pay receive from MEDIQ/PRN until two years after the end of the Contract Period then in effect, all base salary, incentive compensation and Employee Benefits that Executive (and, as applicable, his Base Salaryfamily) would have received had he continued employment and such event had not occurred. In addition, average Bonus Executive shall also be paid transaction compensation under Section 3.4 if a Sale Event occurs following any such event and prior to the second anniversary of this Agreement. If Executive does not receive transaction compensation under the preceding sentence, he shall be entitled to receive options and SARs under Section 3.6 with the same effect and benefit as if Executive were employed at such date and his employment was terminated immediately after the grant of the options and SARs by MEDIQ/PRN without Cause. (based b) There shall be no requirement on the average part of the annual Bonuses paid Executive to seek other employment or otherwise mitigate damages in order to be entitled to the full amount of any payments or benefits to be made pursuant to this Agreement or any other agreement between Executive for the three fiscal years and MEDIQ, MEDIQ/PRN or any of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months their affiliates; provided, however, if the effective date of the termination of the Executive's employment is terminated by MEDIQ/PRN other than for Cause or the death or Disability of Executive, or by Executive for Good Reason, Executive shall, for so long as he is being paid amounts in respect of base salary hereunder, use reasonable efforts following twelve (12) months after his employment has been so terminated, to find alternative employment; provided, however, such reasonable efforts shall not require Executive to move, commute more than 35 miles to his office or accept employment of a stature materially less than the executive position Executive had with the Company MEDIQ/PRN. No payment or benefit under any portion of this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireAgreement shall be subject to offset; provided, however, that if, prior to any employment earnings of Executive (including self-employed earnings) earned by Executive after the end of such period, the Executive shall obtain employment with another employer twelve (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii12) months following a termination described in Section 4.4(a) shall be reduced by reduce the amount of compensation earned by the and benefits payable to Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.under

Termination Without Cause. If, during If the Corporation shall elect to terminate Officer's employment without "cause" prior to the expiration of the Employment PeriodPeriod (including prior to the expiration of any extension period), then: (a) The Corporation shall provide to Officer a Notice of Termination (as defined in Section 3.4.4) setting forth the Company terminates reason for the termination of his employment, and Officer's employment shall be terminated as of the Executive hereunder for any reason other than date Officer receives the Notice of Termination; (b) The Corporation shall pay to Officer in a reason set forth lump sum in cash within 30 days after the Date of Termination (as defined in Section 4(a), 4(b3.4.4) or 4(c):the aggregate of the following amounts: (i) concurrent To the extent not theretofore paid, Officer's base salary through the Date of Termination, at the rate in effect on the date the Notice of Termination was given, along with any earned but unpaid bonuses; and (ii) In the case of compensation previously deferred by Officer, all amounts of such terminationcompensation previously deferred and not yet paid by the Corporation; and (iii) The greater of (A) one-half times Officer's annual base salary at the rate in effect on the date the Notice of Termination was given, or (B) the aggregate amount of Officer's base salary, at the rate in effect on the date the Notice of Termination was given, that would be due through the end of the Employment Period if the Notice of Termination had not been given; and (c) The Corporation shall, promptly upon submission by Officer of supporting documentation, pay or reimburse to Officer all costs and expenses paid or incurred by Officer prior to the Date of Termination which would have been payable under Section 3.3.2; and (d) Officer's right to participate in the Incentive Compensation Fund, referred to in Section 3.2 hereof, shall immediately vest; and (e) For a period the longer of (i) six months from the Date of Termination or (ii) the remainder of the Employment Period if Notice of Termination had not been given, Officer and his family shall be permitted to continue to participate in all life, accidental death, disability, medical, dental and other insurance plans of the Corporation. If, despite the provisions of this Section 2.4(e), benefits shall not be available under any of such plans because Officer is no longer an employee of the Corporation, the Company shall pay Corporation itself shall, to the Executive an amount equal extent necessary, pay or provide for payment of such benefits to his accrued Base Salary up to Officer and/or Officer's family, in each case at the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding time such termination of employment) and any amounts payments would be payable pursuant to the Supplemental Retirement Planterms of such plans. However, Officer shall not accrue any further benefits other than those required by law and will achieve vested status in each case accrued through any other benefits offered by the date of termination;Corporation under this Agreement or any other benefit plan." (iic) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average AMENDMENT OF SECTION 2.7. Section 2.7 of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Employment Agreement shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that amended to read in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.its entirety as follows:

Termination Without Cause. If, If the Executive’s employment by the Company is Terminated during the Employment PeriodTerm by the Company other than for Cause (which, for the avoidance of doubt, will not include a Termination due to the Executive’s Disability or death), and contingent on the Executive’s satisfaction of the Release Condition and the Executive’s continued compliance with the Executive’s obligations in Sections 10 and 11 hereof (as well as with any and all other restrictive covenants applicable to the Executive in favor of the Company or its Affiliates), the Company terminates the employment of will pay or provide to the Executive hereunder for any reason other than a reason set forth in Section 4(a)the following payments or benefits (collectively, 4(b) or 4(cthe “Severance Benefits”): (i) concurrent with such terminationthe Accrued Benefits, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary payable as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, provided in each case accrued through the date of terminationSection 1(a); (ii) severance payments in an aggregate amount equal to Executive’s Base Salary for 18 months (the Company shall continue to pay “Severance Period”), payable in equal bi-weekly installments in accordance with the Executive his Base Salary, average Bonus (based Company’s general payroll policies and procedures over the Severance Period commencing on the average of Termination Date, provided that the annual Bonuses first such installment will be paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual ’s first regularly scheduled payroll dates)date next following the sixtieth (60th) day after the Termination Date and will include payment of any installments that were otherwise due prior thereto; (iii) an amount equal to the product of (x) the Executive’s target award under the Company’s short term incentive plan (the “STIP”) for the STIP performance year in which the Executive’s termination occurs (such amount, the “Target STIP Award”) and (y) 1.5, payable in one lump sum cash payment within sixty (60) calendar days following the Termination Date; (iv) an amount equal to the Executive’s award under the STIP for the performance year in which Termination occurs pro-rated using a fraction the numerator of which is the number of full and partial months during which the Executive was employed by the Company during such year and the denominator of which is twelve (12) (the “Pro-Rated STIP Award”), payable in accordance with the terms of the STIP, including satisfaction of any applicable performance goals and the application of adjustments to the target payout as set forth in the STIP, in one lump sum cash payment at the time such awards are normally paid to all other benefits which would otherwise be payable hereunder participants in the STIP but in no event later than March 15 of the year following the Executive’s Termination; (v) Company-paid executive outplacement services from one or more organizations retained by the Company for this purposes for a period of twelve (12) months if following the effective date Termination Date, subject to a maximum cost to the Company not to exceed $12,000.00 dollars and provided that Executive engages such outplacement services within six months of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Termination Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e“Outplacement Services”); and (ivvi) subject to the Executive’s timely election of continuation coverage under the Company’s group health plan in accordance with COBRA, payment by the Company of the full amount of Executive’s premiums for such continued coverage (without contribution or reimbursement from the Executive), in a manner intended to avoid any excise tax under Section 4980D of the Code, subject to the eligibility requirements and other terms and conditions of such coverage, and provided that the Company may modify or terminate the benefit provided hereunder to the extent necessary to comply with applicable law (the “COBRA Subsidy”) for the lesser of (x) 18 months following the Termination Date, or (y) until the Executive shall be entitled to his rights to indemnification under Section 5 hereofbecomes eligible for group health coverage from another employer.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the right to terminate the Executive's employment hereunder by written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of the Executive hereunder for any reason other than a reason set forth in Section 4(aSections 5.1, 5.2, 5.3, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up through the effective date of termination specified in such notice, (ii) subject to the second last sentence of this Section 5.4, continue to pay the Executive's Base Salary through the Expiration Date, in the manner and at such time as the Base Salary would otherwise have been payable to the Executive, (iii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation would otherwise have been payable to the Executive, (iv) pay to the Executive (within 45 days after such termination) a pro rata portion of the Incentive Compensation, if any, for the year in which such termination occurs, as calculated pursuant to the terms of Section 3.3 (including the provisos set forth in clauses (i)-(iii) of such Section); provided that, for purposes of such calculation, (x) EBT shall be calculated for the portion of the year through the end of the month prior to the month in which such termination occurs and based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board or the Committee, as applicable, and (y) in determining the maximum Incentive Compensation for such year, Base Salary shall be the amount of Base Salary actually paid to the Executive during the year of termination other than pursuant to Section 5.4(ii), and (v) pay to the Executive, within 45 days after the termination date, any Deferred Compensation earned in prior years during the Term, whether or not vested, and a pro rata portion of the Deferred Compensation for the current year, if any. Whether any Deferred Compensation is due for the current year shall be determined pursuant to Section 3.5(i)-(iii) after multiplying each of Net Revenues and EBT for the year through the month prior to the month in which termination occurs by a fraction, the numerator of which is 12 and the denominator of which is the number of months in the year through the month in which termination occurs, and using the product of each in performing the calculations under Sections 3.5(i)-(iii). If Deferred Compensation is due, the amount due shall be calculated by multiplying .50 by the amount of Base Salary paid to the Executive for the year other than pursuant to Section 5.4(ii). The Company shall have no further liability hereunder (other than for (i) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared subject, however, to the annual Base Salary multiplied times provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the average calendar year in which such termination occurs). Notwithstanding the foregoing, if the Executive shall find other employment prior to the Expiration Date, then the Executive shall notify the Company in writing of the annual Bonuses paid date and terms of such employment and the Company shall be entitled to reduce the amount payable to the Executive pursuant to Section 5.4(ii) during the period from the commencement of such other employment until the Expiration Date (the "Other Employment Period") by the compensation payable to the Executive for services rendered in connection with such other employment during the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, Other Employment Period. Nothing contained in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive 5.4 or elsewhere herein shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by relieve the Executive from his or her new employment during such period (except that in no event any obligation to comply with any of the provisions of Section 6 hereof, which shall any such reduction result in remain binding on the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofExecutive.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) continue to provide the Executive with the benefits she was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his the value of the Benefit that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus subject, however, to the provisions of Section 4.1, and (based y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall not be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. IfThe Company shall have the right to terminate the Term of Employment by written notice not less than thirty (30) days prior to the termination date, during to the Employment PeriodExecutive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a)5.2, 4(b) 5.3 or 4(c): (i) concurrent with such termination5.5, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)termination date unpaid Base Salary, if any, through the date of termination specified in such notice, (ii) and all other benefits which would otherwise be payable hereunder pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2a, (iii) pay to the Executive on the termination date a lump sum payment equal to one and one-halt (1 ½) times the sum of (x) his Base Salary as of the date of his termination and (y) the accrued but unpaid Bonus for the year in which such termination occurs, (iv) continue to provide the Executive with the benefits under this Section 4(dSections 4.2 and 4.4 hereof (the "Benefits") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times the benefits would have been provided to the Executive; (v) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive-s employment had contained for an additional three (3) years.. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(a)termination under any of Sections 5.1, 4(b) 5.2, 5.3, 5.5 or 4(c): (i) concurrent with such termination5.6, the Company shall (i) pay to the Executive an amount equal to his accrued any unpaid Base Salary up to through the effective date of terminationtermination specified in such notice, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dCompany, (iii) occurs at least one year after continue to pay the Executive's Date of Hire and Base Salary for a period (the "Continuation Period") through the date on which the Term of twenty-four months Employment would have ended pursuant to Section 2 hereof in the absence of an earlier termination pursuant to this Section 5, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with the benefits he was receiving under Sections 4.2 and 4.4 hereof (the "Benefits") through the end of the Continuation Period in the manner and at such times as the Incentive Compensation or Benefits otherwise would have been payable or provided to the Executive, (v) pay to the Executive his Termination Year Bonus, if any, at the effective date time provided in Section 3.2(d); and (iv) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of the Executive's his employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, hereunder prior to the end of such period, the Executive shall obtain employment with another employer (Continuation Period. In the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), event that the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount termination of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.Executive's

Termination Without Cause. If, during the Employment Period, If there is a Separation from Service initiated by the Company terminates the employment without Cause in addition to being Retiree Eligible under Section 4.9(a) of the Executive hereunder for any reason other than a reason set forth in Section 4(a)this Agreement, 4(b) or 4(c): (i) concurrent Employee’s Base Salary shall be paid (subject to any applicable deferral election) through May 29, 2011, together with any accrued, but unused, vacation pay, (ii) Employee’s pension benefit under the Non-Qualified Plan shall be paid at the time applicable based on the terms of the Non-Qualified Plan but the amount of the benefit shall be based on the amount accrued to the date of termination, plus the additional amount that would have accrued through May 29, 2011, if Employee would have remained employed and received compensation described in clause (i) above and (iii) below, such terminationpension benefit to be paid in accordance with the Non-Qualified Plan, (iii) Employee shall be paid an amount equal to the Annual Bonus Plan award contemplated by Section 3.2 above, when bonuses are paid to other senior officers (but no later than two and one-half months after the end of the fiscal year with respect to which such bonus is determined); and (v) Employee and his dependents shall be entitled to continued participation (at Employee’s after-tax expense for the entire cost of coverage to the extent necessary to avoid Employee recognizing taxable income related to benefits provided by such coverage under Internal Revenue Code Section 105(h)) in all health and welfare plans or programs that are exempt from 409A in which Employee and such dependents were participating on the date of the termination until the earlier of (a) the second anniversary of termination of employment, and (b) the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit basis); provided that, to the extent Employee is precluded from continuing participation in any such plan or program as provided in this Section or must pay the expense thereof, the Company shall pay to the Executive Employee an amount equal to his accrued Base Salary up the sum of (x) with respect to insured benefits, the date of termination, prorated Bonus present value (based on discounted using the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average then published 2-year Treasury rate) of the annual Bonuses paid to the Executive premiums expected for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his coverage or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be paid by Employee if Employee were to continue coverage at his expense pursuant hereto, less than any active employee portion of the amount premiums, plus (y) with respect to benefits not insured, the Executive would have earned if his Base Salary, average Bonus and other present value (discounted using the then published 2-year Treasury rate) of the expected gross cost per employee to the Company to provide such benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofless active employee contributions.

Termination Without Cause. IfThe Company may, during with or without reason, terminate the Period of Employment Periodand Executive’s employment hereunder without Cause at any time, the Company terminates the employment by providing Executive written notice of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, . In the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date event of the termination of the Period of Employment and Executive's ’s employment with hereunder due to a termination by the Company under this without Cause (other than due to Executive’s death or Permanent Disability), then Executive shall be entitled to receive: (i) a lump sum cash payment, payable within ten (10) business days after termination of Executive’s employment equal to the sum of (A) any accrued but unpaid Base Salary as of the date of Executive’s termination of employment hereunder, (B) the Earned/Unpaid Annual Bonus, if any, (C) the target annual incentive compensation, if any, that Executive would have been entitled to receive pursuant to Section 4(d4(b) in respect of the fiscal year in which termination of Executive’s employment occurs at least one year after and (D) an amount equal to the product of (x) the Executive's Date ’s then current Base Salary times (y) the greater of Hire (I) three (3) and for a period (II) the number of twenty-four months years (including fractions thereof) remaining in the Period of Employment as of the date of Executive’s termination of employment (determined without regard to Executive’s termination of employment and without regard to any further extensions pursuant to Section 3). (ii) such Executive Benefits, if any, as to which Executive may be entitled under the Executive benefit plans and arrangements of the Company; (iii) any remaining unvested stock options or restricted stock shall thereupon automatically be deemed vested, notwithstanding any other provision of this Agreement; and (iv) continued participation in the Company’s group health insurance plans at the Company’s expense until the earlier of (A) the expiration of the three (3) years from the effective date of termination or (B) Executive’s eligibility for participation in the termination group health plan of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirea subsequent employer or entity for which Executive provides consulting services; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts amount otherwise payable to Executive pursuant to this clause (iiSection 7(b)(i)(D) shall be reduced by the amount of compensation earned any cash severance or termination benefits paid to Executive under any other severance plan, severance program or severance arrangement of the Company and its affiliates (but not reduced by any other payment to Executive whatsoever, including (without limitation) any payment by the Company or any affiliate of the Company in consideration of stock or any other property). Notwithstanding any other provision of this Agreement, following such termination of Executive’s employment due to termination by the Company without Cause, except as set forth in this Section 7(b), and except for Executive’s rights (if any) under the plans, arrangements and programs referenced in Sections 4(b), 4(c) and 5, Executive from his shall have no further rights to any compensation or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofthis Agreement.

Termination Without Cause. If, during The Company shall have the right to terminate the Term of Employment Period, the Company terminates the employment of at any time by written notice to the Executive hereunder for any reason other not less than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with 30 days prior to the effective date of such termination. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3 [or] 5.5 [or 5.6], the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the date of termination specified in such notice, (ii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of the Term of Employment, (iii) continue to pay the Executive's Base Salary for a period (the “ Continuation Period”) of three months following the termination of the Executive’s employment with the Company, in the manner and at such times as the Base Salary otherwise would have been payable to the Executive, (iv) continue to pay the Executive Incentive Compensation and continue to provide the Executive with benefits that are comparable, in the aggregate, to the benefits he was receiving under Sections 4.2 and 4.4 hereof (the “Benefits”), through the end of the Continuation Period in the manner and at such times as the Incentive Compensation and Benefits otherwise would have been payable or provided to the Executive; (v) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2; and (vi) pay to the Executive as a single lump sum payment, within 30 days of the Expiration Date, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans by reason of the termination of his employment hereunder prior to the end of the Continuation Period, and the Benefits shall not be in less, in the aggregate, than the Benefits provided to the Executive during the calendar year in which the Term of Employment terminates. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Term of Employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued Base Salary up for the Executive's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made monthly throughout the Continuation Period. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive Further, the Executive shall continue to vest in the Executive's Stock Options through the end of the Continuation Period in the same manner and to the same extent as if his employment hereunder terminated on the last day of the Continuation Period. Upon any termination effected and compensated pursuant to this Section 5.4, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedsubject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount and payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof].

Termination Without Cause. IfIn the event that the Company discharges the Executive without cause, the Executive shall be entitled to the following compensation during the remainder of the Employment Period (the length of which shall be determined pursuant to Paragraph 3d) unless sooner terminated by the Executive’s disability or death) (i) the salary provided in Paragraph 2a) payable in accordance with the usual payroll schedule, (ii) two thirds of the targeted incentive provided in Paragraph 2b) for each year during the Employment Period (or on a pro rata basis, portion of a year) payable on the normal payment date(s) for such incentive award(s), (iii) the vesting of any restricted stock awards and the immediate exercisability of any stock options which would have vested or become exercisable during the Employment Period, and (iv) continued participation in the Company terminates Company’s medical plan under the employment same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his eligible dependents under the plan’s COBRA provisions at the end of the Employment Period at Executive’s own expense. Additionally Executive hereunder for any reason shall be deemed vested in the SERP benefit to the extent it would have accrued through the then scheduled expiration of the Employment Period. However, participation in the Company’s 401(k) plan, ESOP and all welfare and fringe benefit plans (other than a reason set forth in Section 4(a)the medical plan) will cease on the Executive’s last day of active work, 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay subject to any conversion rights generally available to former employees. Any amounts payable to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Paragraph 6 shall be reduced by the amount of compensation earned by the Executive Executive’s earnings from his or her new other employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) which the Executive shall be entitled have an affirmative duty to any amounts owing but not yet paid pursuant to Section 3(e)seek; and (iv) provided, however, that the Executive shall not be entitled obligated to accept a new position which is not reasonably comparable to his rights employment with the Company). Notwithstanding the foregoing, if the Executive is a “specified employee” for purposes of 409A, no deferred compensation (including without limitation salary continuation payments in accordance with clause (i) above) payable at separation from service that is not exempt from application of 409A as a short term deferral or separation pay will be paid to indemnification under Section 5 hereofExecutive during the 6-month period immediately following the day he ceases active work for the Company, and any such payments otherwise due during such 6-month period shall be paid on the first business day following completion of such 6-month period along with simple interest at the six-month Treasury rate in effect at the beginning of such 6-month period.

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b​ (a) or 4(c):Employer. ​ (i) concurrent with such terminationEmployer may terminate Executive’s employment at any time without Cause. ​ (ii) In the event of a termination under Section 7(a)(i), the Company shall pay to the Executive an amount equal to his will be entitled to: ​ 1. Earned and accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;; ​ 2. A cash amount equal to one (1) year’s Base Salary; and ​ 3. To the extent not already received, a pro-rated STPB as of the termination date; ​ (iiA) If the Company shall continue to pay fiscal year is in progress at the Executive his Base Salarytermination date, average Bonus (the STPB will be calculated and payable based on the average of the annual Bonuses STPB achieved and/or paid to Executive in the Executive two (2) years prior to the termination date, and pro-rated for the three fiscal year in progress. If no such STPB has been achieved in the two (2) years of prior to the Company preceding such termination of employment divided by date, the applicable Employer will pay period (said Base Salary and average bonus being payable the STPB pro-rata to rated for the Executive on fiscal year in progress, provided the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if associated targets have met the effective date quarterly budgeted target levels as of the termination of date. ​ (B) If the Executive's employment applicable fiscal quarter or fiscal year is completed at the termination date, the STPB will be calculated and payable in accordance with Section 4(b). ​ (iii) All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Company under Employer’s normal payroll process or otherwise in accordance with applicable law and the terms of this Agreement. ​ (iv) All payments identified in Section 4(d7(a)(ii)(2) occurs at least one year after the Executive's Date of Hire will be made in cash, less appropriate withholding and for a period of twenty-four months if the effective date deductions, as soon as practicable following sixty (60) days of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provideddate, however, provided that if, prior to the end of during such period, the Executive shall obtain executed and returned a release and waiver agreement in a form acceptable to the Employer and did not exercise any right to revoke such release and waiver agreement. ​ ​ (b) Executive. ​ (i) Executive may voluntarily terminate his employment with another employer and resign at any time provided he gives the Employer sixty (60) days’ prior written notice, which notice period may be waived by the Employer (in which case such resignation will be effective as of the date stipulated in such waiver). In the event of a termination by Executive being obligated to use his or her reasonable best efforts to secure employment during such periodunder this Section 7(b)(i), the amounts otherwise payable pursuant to this clause Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date. ​ (ii) Executive may terminate his employment for Good Reason. Upon a termination for Good Reason, the terms of Section 7(a)(i)-(iv) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.apply. ​

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. “Without cause” termination shall include, during but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the Employment Period, provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 50 miles from Employee’s prior office location; and (iii) Employer’s reduction of Employee’s base salary to less than the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth base salary identified in Section 4(a)) of this Agreement. If Employer terminates this Agreement without cause, 4(bEmployer shall continue to pay Employee the compensation provided for in Section 4(a) or 4(c): of this Agreement for a period of time equal to twelve months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee’s termination; ; (ii) reimbursement of expenses incurred by Employee through the Company date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may in its discretion pay (but shall continue not be obligated to pay the Executive his Base Salarypay) Employee, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable a pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; providedbasis, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (iiplan(s) that would be less than the amount the Executive as Employee would have earned if his Base Salary, average Bonus and other benefits Employee had been continued employed for the full calendar year. Notwithstanding the foregoing, any payout of such bonus amount if Employer in its sole discretion decides to pay Employee a period of six months following such terminationbonus (which Employer is not obligated to pay); (iii) the Executive , shall be entitled to contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under Section 5 hereofCOBRA will be billed at the full COBRA rate.

Termination Without Cause. If, during In the Employment Period, event that the Company terminates Employee’s employment without Cause, in addition to the employment payments provided for in Section 4.6 of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationEmployment Agreement, the Company shall pay Employee, to the Executive an amount equal extent not otherwise payable to his accrued Base Salary up Employee pursuant to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average Section 4.6 of the annual Bonuses paid Employment Agreement, the Accrued Obligations. In addition, (a) all of Employee’s outstanding equity grants and awards that are Time Based Awards or Performance-Based Awards that have been earned but are still subject to time-based vesting and that have not previously vested shall accelerate and become fully vested upon the Executive for the three fiscal years Date of Termination, and (b) Employee shall also be entitled to receive a pro rata portion of the cash or securities that would otherwise have been earned under any outstanding equity grants and awards that are Performance Based Awards (if any) had Employee remained employed, such pro rata portion to be determined by multiplying (i) the amount of such award or grant that would have been earned (if any) had Employee remained employed by the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the last vesting date of termination; under such award or grant by (ii) a fraction, the Company shall continue to pay denominator of which is the Executive his Base Salary, average Bonus (based on aggregate number of days since the average beginning of the annual Bonuses paid to Performance Period during which employment is terminated through the Executive for the three fiscal years last day of the Company preceding Performance Period applicable to such termination award or grant and the numerator of which shall be the number of days Employee is employed during the Performance Period during which employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireis terminated; provided, howeverthat the transfer of stock or cash, that ifif any, prior will not occur until and after the applicable performance criteria is achieved and certified in accordance with the terms applicable to the end of such period, the Executive grant or award. This provision shall obtain employment with another employer (the Executive being obligated to use his control over any conflicting provisions under equity incentive plans or her reasonable best efforts to secure employment during such period), the amounts otherwise payable grant or award agreements pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his which such grants or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofawards were made.

Termination Without Cause. If, during In the event that the Company discharges the Executive without cause prior to the expiration of the Employment Period, the Company terminates Executive's post-discharge compensation and benefits will be as follows, subject to the employment Executive's execution of the Executive hereunder for any reason other than a reason release as set forth in Section 4(a), 4(bParagraph 7 below: (a) The Executive will be placed on inactive or 4(c): "RA" status beginning on the day following his last day of active work and ending on the earliest of (i) concurrent with such terminationthe date the Employment Period was scheduled to expire, (ii) the Company shall pay to day the Executive begins employment for a person or entity other than the Company, or (iii) the day the Executive fails to observe any provision of this Agreement, including his obligations under Paragraphs 8 and 9 (the "RA Period), during which time he will be paid the salary provided in subparagraph 2(a) on the same schedule as if he still were an active employee (less the customary deductions), subject to any required delay described in subparagraph (c) below; (b) The Executive will be paid an amount equal to his accrued Base Salary up two-thirds of the targeted incentive provided in Paragraph 2(b) for the year in which he ceases active employment and for each succeeding year (or, on a pro rata basis, portion of a year) during the RA Period, payable on March 31 following the end of the year to which such targeted incentive relates if the date of termination, prorated Bonus (based Executive is still on RA status on the same percentage of accrued Base Salary as compared to scheduled payment date or, in the annual Base Salary multiplied times the average case of the annual Bonuses year during which RA status terminates, if the Executive is still on RA status on the last day of the RA Period, subject to any required delay described in subparagraph (c) below; (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of his termination of employment for 6 months following the three fiscal years day he ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the RA Period; (d) Any unvested stock options, restricted stock or performance shares held by the Executive on his last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged will vest on his last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work. (e) The Executive's active participation in the Company's 401(k) Plan, ESOP and SERP will end on his last day of active work, and he will earn no vesting service and no additional benefits under those plans after that date. For purposes of receiving a distribution of his vested account balance under the 401(k) plan or ESOP, the Executive will be considered to have severed from service with the Company on his last day of active work. (f) The Executive will remain covered by the Company medical plan during the RA Period under the same terms and conditions as an active employee. At the end of the RA Period the Executive will be entitled to continuation coverage for herself and his eligible dependents under the plan's COBRA provisions at his own expense. The Executive's participation in all other welfare benefit and fringe benefit plans of the Company preceding will end on the day he ceases active work, subject to any conversion rights generally available to former employees under the terms of such termination of employment) and any plans. Any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Paragraph 6 shall be reduced by the amount of compensation earned by the Executive Executive's earnings from his or her new other employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) which the Executive shall be entitled have an affirmative duty to any amounts owing but not yet paid pursuant to Section 3(e)seek; and (iv) provided, however, that the Executive shall not be entitled obligated to accept a new position which is not reasonable comparable to his rights to indemnification under Section 5 hereofemployment with the Company).

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days' prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive's employment of the Executive hereunder for any reason other than a reason set forth in whatsoever (except for Cause (as defined below) which is covered by Section 4(a3(d), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, in accordance with Section 3(a) and other applicable payment provisions herein; (ii) receive bonus compensation earned but not yet paid pursuant under Section 3(b) hereof that relates to any fiscal year ended prior to the date of his termination without Cause, in accordance with Section 3(e)3(b) hereof; and (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the fiscal year during which the termination without Cause occurred, based on the portion of the fiscal year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, in accordance with the regular payroll policies of the Company in effect from time to time, his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable to the Executive under the Bonus Plan during the past two (2) completed fiscal years; (v) receive reimbursement for financial counseling services under Section 5(b) hereof for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the "Without Cause Continuation Period"), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all qualified and non-qualified pension and qualified retirement savings, healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. ss.1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive's termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(j) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be entitled required to mitigate his rights to indemnification under Section 5 hereofdamages hereunder.

Termination Without Cause. If, during the Employment Period, The Company may terminate your employment without cause at any time with or without advanced notice. If your employment is terminated by the Company terminates without cause, and you sign a general release of known and unknown claims in a form satisfactory to the employment Company within the applicable review period, which there upon is (or, if any revocation period is required by law, following expiration of such period becomes) valid and irrevocable within sixty (60) days of your termination of employment, , and you fully comply with your obligations under Paragraphs 7, 8, and 10, you will receive the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):following severance benefits: (i) concurrent payments at your final base salary rate for a period of twelve (12) months following your termination; such payments will be subject to applicable withholding and made in accordance with the Company’s normal payroll practices; provided, however, that any such termination, payments that would have been paid in accordance with the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus Company’s normal [payroll practices before your release becomes valid and irrevocable will accumulate and be paid only if and when both (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding x) your release becomes valid and irrevocable and (y) such termination of employment) validity and any amounts payable pursuant to the Supplemental Retirement Plan, irrevocability in each case accrued through the date of no event occurs more than 60 days after your termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average payment of the annual Bonuses paid premiums necessary to continue your group health insurance under COBRA provided you have timely elected COBRA coverage) until the Executive for the three fiscal years earlier of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)x) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d(12) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)your termination date; or (y) the date you first became eligible to participate in another employer’s group health insurance plan; or (z) the date on which you are no longer eligible for COBRA coverage; (iii) the Executive Company will pay you the prorated portion of any incentive bonus that you would have earned, if any, during the incentive bonus period in which your employment terminates (the pro-ration shall be entitled equal to the percentage of that bonus period that you are actually employed by the Company), and such prorated bonus will be paid to you at the time that such incentive bonuses are paid to other Company employees, or at any amounts owing but not yet paid pursuant to Section 3(e); andearlier time required by applicable law; (iv) with respect to any stock options or equity- related awards granted to you by the Executive shall Company, you will cease vesting upon your termination date; however, , you will be entitled to his rights purchase any vested shares of stock that are subject to indemnification under Section 5 hereof.those options until the earlier of (x) twelve (12) months following your termination date, or (y) the date on which the applicable option(s) expire(s); except as set forth

Termination Without Cause. If, during In the Employment Period, event the Company terminates Executive’s employment without “Cause” (as defined below), then Executive shall receive payment for any earned but unpaid Base Salary and any accrued but unused vacation through and including the employment date of termination, less applicable withholding and deductions. In addition, provided that Executive executes a general release of claims in favor of the Executive hereunder for any reason other than Company, in a reason set forth in Section 4(aform to be provided by the Company, which may require reasonable transition assistance, non-disparagement and confidentiality (the “Release”), 4(b) or 4(c): (i) concurrent with and allows such terminationRelease to become effective, then the Company shall pay to the Executive (i) an amount equal to his accrued Executive’s then current Base Salary up to for (x) a period of six months, if termination without Cause occurs on or before the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination first year anniversary of employment; or (y) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date a period of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such nine months if termination without Cause occurs after one year of employment divided by (such applicable period is referred to as the “Severance Period”), less applicable pay withholdings, payable in equal installments over, as applicable, the six-month period (said Base Salary and average bonus being payable proor nine-rata to the Executive month period on the Company's usual ’s regular payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if dates beginning with the first such date following the effective date of the termination Release; (ii) an amount equal to the pro-rated portion of bonus Executive was eligible to receive at the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date time of the termination without Cause (if any), payable in a lump sum on the date such bonuses are normally paid to other executives at the Company, but in no event later than March 15 of the Executive's employment with year following the year for which the bonus is paid and less applicable withholdings; and (iii) the Company under this Section 4(d) occurs at least five years after shall pay the premiums of Executive's Date of Hire’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, during the Severance Period; provided, however, that if, (a) Executive and his eligible dependents timely elect COBRA continuation coverage; (b) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the end termination without Cause; and (c) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of such periodExecutive. To receive the payments under (i), (ii), and (iii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within sixty (60) days of Executive’s termination. Such payments shall not be paid prior to the sixtieth (60th) day following Executive’s termination, rather, subject to the aforementioned conditions, on the sixtieth (60th) day following Executive’s termination, the Company will pay Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except payments in a lump sum that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salaryreceived on or prior to such date under the original schedule, average Bonus and with the balance of such payments being paid as originally scheduled. Vesting of any unvested stock options and/or other benefits had been continued for a period equity securities shall cease on the date of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during The Company may terminate the Period of Employment Period, without Cause at any time upon sixty (60) days’ prior written notice to the Executive. If the Company terminates should terminate the employment Period of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, Employment without Cause prior to the end of such perioda Change in Control or more than eighteen (18) months after a Change in Control, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights Accrued Benefits. In addition, provided that the Executive executes the mutual release and non-disparagement agreement referred to indemnification in paragraph (i) of this Section, the Executive will be entitled to the following separation payments: (i) severance compensation equal to the sum of: (A) continued payment for eighteen (18) months of the Executive’s base salary (based on his salary in effect immediately prior to such termination); and (B) an amount equal to the annual cash bonus at target under the Company’s Annual Incentive Plan or other annual bonus plan at the rate in effect immediately prior to termination of employment which shall be paid in accordance with the Company’s regular payroll practices reduced, if applicable, by any payments to which the Executive is entitled under any other severance plan of the Company (other than amounts payable pursuant to this Agreement); provided, however, that if a Change in Control occurs during the period in which the Executive is receiving payments hereunder, the amount payable hereunder but not yet paid shall be paid in a lump sum within thirty (30) days following the Change in Control; (ii) no later than two and one-half months following the end of the Company’s fiscal year in which the termination of the Executive’s employment occurs, $350,000, if such termination occurs prior to January 1, 2006 or if such termination occurs on or after January 1, 2006, a lump sum cash amount equal to the result of multiplying (x) the bonus the Executive would have received under the Company’s Annual Incentive Plan or other annual bonus plan for such fiscal year had the Executive remained employed with the Company through the end of such fiscal year, based on the performance criteria set forth in such annual bonus plan for such fiscal year by (y) a fraction, the numerator of which is the number of days elapsed in the fiscal year in which the termination of employment occurs through the date of termination, and the denominator of which is 365; provided, however, that if a Change in Control occurs during the period in which the Executive is entitled to payments hereunder but has not yet received such payments, then the pro rata bonus referred to above shall (x) be paid within thirty (30) days following the Change in Control and (y) be based on the Executive’s target bonus under the Company’s Annual Incentive Plan or other annual bonus plan for the fiscal year in which the Change in Control occurs; (iii) continuation of the Executive’s group health insurance, dental insurance, vision insurance, long-term disability insurance and life insurance with respect to Executive and his dependents for the greater of (i) the period provided pursuant to the terms of the plan or (ii) if the coverage or insurance is subject to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the COBRA continuation period. In any case, for the eighteen (18) month period immediately following the termination of the Executive’s employment (and only for such period), the costs of such continuation shall be shared by the Company and the Executive in the same proportion as such costs are shared by active employees of the Company. Notwithstanding the foregoing, in the event the Executive becomes reemployed with another employer and becomes eligible to receive comparable benefits under the employee benefit plans referred to in the preceding sentence from such employer, the Executive and the Executive’s dependent’s shall no longer be entitled to continued participation in the applicable employee benefits plan; and (iv) senior executive level outplacement services for a period of twelve (12) months provided by an outplacement firm selected by the Executive and approved by the Company (such approval not to be unreasonably withheld) and paid for by the Company. In addition, notwithstanding anything to the contrary in the 2005 Plan, if the Company terminates the Period of Employment without Cause during the 180-day period immediately preceding the Initial Distribution Date (as defined in the 2005 Plan), the Executive shall not forfeit his Appreciation Awards under Section 5 hereof9 of the 2005 Plan.

Termination Without Cause. If, during the Employment Period, (a) If Executive’s employment is terminated by the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) Cause or 4(c):Executive’s death or Disability: (i) concurrent with such termination, the Company shall pay Executive amounts (including salary, bonuses, expense reimbursement, etc.) due and payable to Executive as of the termination of his employment and shall pay Executive an amount equal to his accrued Executive's then current Base Salary up to the date for a period of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal two years of the Company preceding such after Executive’s termination of employmentemployment under this Section (“Severance Period”) payable in installments in accordance with the Company’s then current regular payroll practices and any amounts payable pursuant to dates, commencing as soon as administratively practicable after the Supplemental Retirement PlanRelease described in Section 4.9 (Release) becomes irrevocable as provided in Section 4.9, provided that if the 60-day period described in each case accrued through Section 4.9 begins in one taxable year and ends in a second taxable year, such payments shall not commence until the date of terminationsecond taxable year; (ii) in the sole discretion of the Board of Directors, the Company shall continue may elect to pay the Executive his Base Salary, average Bonus (based on the average a prorated amount of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned been entitled to, if his Base Salaryhe had remained employed, average Bonus under Section 3.2, (Performance Bonuses), for the year in which he was terminated (which, if determined to be paid by the Board, shall be payable as and when the bonus is paid to other benefits had been continued for a period of six months following such terminationsimilarly situated officers); (iii) if Executive timely elects to continue health insurance coverage for Executive and his eligible family members under COBRA after Executive’s termination of employment under this Section, the Company shall reimburse Executive, on the first regularly scheduled payroll date of each month during the COBRA Period (as defined in Section 4.2), an amount equal to the percentage of Executive’s health care premium costs paid by the Company as of the date of Executive’s termination of employment. (iv) Executive shall be entitled to have transferred to him any amounts owing but not yet Company paid pursuant to Section 3(e)disability policy on the Executive, if the policy so permits, and Executive shall then assume sole responsibility for payment of premiums on such disability policy; and (ivv) the Executive shall be entitled to his rights have transferred to indemnification him any Company paid life insurance policies on the Executive, if the policies so permit, upon payment by the Executive to the Company of any cash surrender value of such policies, and Executive shall assume sole responsibility for payment of premiums on such life insurance policies. (b) Except for the provisions of this Section and Section 4.8, Equity Awards, the Company shall have no further obligation to Executive hereunder if Executive’s employment is terminated under Section 5 hereofthis Section.

Termination Without Cause. IfIf the IESO terminates this Agreement without cause in accordance with Section 3.2(g), during the Employment Participant’s entitlement to a EE Capacity Payment shall be determined as follows:‌‌ (a) If the IESO terminates this Agreement prior to the submission of the Participant’s EE Resource Plan Update for an Obligation Period, the Company Participant shall be entitled to a EE Capacity Payment for such Obligation Period calculated as follows:‌ EE Capacity Payment = 0.5 x (EE Capacity Obligation X Accepted Offer Price)‌ (b) If the IESO terminates this Agreement following the employment submission of the Executive hereunder Participant’s EE Resource Plan Update for a respective Obligation Period but before the commencement of such Obligation Period, the Participant shall be entitled to a EE Capacity Payment for such Obligation Period calculated as follows:‌ EE Capacity Payment = 0.7 x (EE Capacity Obligation X Accepted Offer Price)‌ (c) If the IESO terminates this Agreement during an Obligation Period, the Participant shall submit a M&V Report for each Energy Efficiency Resource for any reason other than completed portion of the Obligation Period within sixty (60) calendar days of receiving notice of the termination and, subject to the IESO’s approval of such M&V Report, shall be entitled to a reason set forth in Section 4(a), 4(b) or 4(c):EE Capacity Payment for such Obligation Period calculated as the sum of the following:‌ (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmentCD/TD) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; x (Accepted Offer Price) x (2 x delivered EE Capacity – EE Capacity Obligation); and‌ (ii) 0.7 x (RD/TD) x EE Capacity Obligation X Accepted Offer Price Where:‌‌‌ CD = completed days in the Company shall continue to pay Obligation Period RD = remaining days in the Executive his Base SalaryObligation Period, average Bonus calculated as TD - CD TD = total days in the Obligation Period‌ (based on d) If the average IESO terminates this Agreement following the completion of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such periodan Obligation Period, the Executive shall obtain employment EE Capacity Payment for such Obligation Period will be calculated normally in accordance with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.5.5.‌

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)employer, the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits Salary had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3, or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for a period of twelve (12) months from notice of termination hereunder payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) pay any bonus under Section 3.2 hereof, (iv) continue to provide the Executive with the benefits he was receiving under Sections 4.2, 4.4 and 4.5 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive. Upon such termination, all unvested Stock Options granted to Executive shall become immediately vested and shall be exercisable for a period of not less than 90 days from such termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to his the value of the Benefit that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus subject, however, to the provisions of Section 4.1, and (based y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). For all purposes under this Agreement, the failure by Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.4.

Termination Without Cause. If, during the Employment Period, If Employee’s employment (x) is terminated by the Company terminates the employment of the Executive hereunder for any reason other than a (A) for Cause, or (B) by reason set forth in Section 4(a), 4(b) of his death or 4(c):Disability: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued continued payment of Employee’s Annual Base Salary up to as in effect on the date of terminationthe termination of Employee’s employment, prorated Bonus (based less applicable withholding, in accordance with the Company’s normal payroll procedures, ending on the same percentage earlier of: (A) twelve (12) months following the termination of accrued Employee’s employment, and (B) the date Employee has secured employment with another organization with remuneration (the “Replacement Salary”) in an amount not less than Employee’s Annual Base Salary described above; provided that after such date as compared to Employee has secured employment with remuneration less than Employee’s Annual Base Salary, Employee shall receive only the annual Base Salary multiplied times difference between the average of payments contemplated by this section and the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationReplacement Salary; (ii) the Company shall continue to pay the Executive his Base Salaryif Employee timely elects COBRA coverage, average Bonus (based on the average reimbursement of the annual Bonuses paid to the Executive for the three fiscal years portion of the Company preceding such premium for COBRA coverage that exceeds the active employee rate under the Company-provided group health plan for Employee and his dependents for a period starting on Employee’s termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive ending on the Company's usual payroll dates)earlier of: (A) and all other benefits which would otherwise be payable hereunder for a period of twelve (12) months if the effective date of following the termination of Employee’s employment, and (B) the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireEmployee has secured health benefits through another organization’s benefits program; provided, however, that if, prior Employee shall not be entitled to reimbursement of such portion of the premium for COBRA coverage if such reimbursement is then impermissible under applicable law or would result in a penalty or additional tax upon Employee or the Company (aside from standard taxes applicable to the end payment of wages). Notwithstanding anything to the contrary herein, no payments shall be due under this Section 4(b)(i) unless and until Employee shall have executed and not revoked, within thirty (30) days after Employee’s termination date (or such other longer period as required by applicable law’), a separation agreement and general release and waiver of claims against the Company (other than (a) the payments and benefits contemplated by Section 4(a)(b) Employee’s right to receive COBRA continuation coverage in accordance with applicable law, and (c) any rights to indemnification Employee has or may have as an officer or director of the Company or as an insured under any directors and officers liability insurance policy) in a form customarily used by the Company, and the execution and non-revocation of such period, the Executive general release and waiver shall obtain employment with another employer (the Executive being obligated be a condition to use his Employee’s rights under this Section 4(b) or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by if Employee breaches any restrictive covenants (including, without limitation, the amount confidentiality, noncompetition, non-solicitation and non-hire covenants set forth in Sections 6 and 7 of this Agreement) applicable to Employee pursuant to any written agreement that contains restrictive covenants applicable to Employee for the benefit of any Company Entity. If the cash severance hereunder is considered deferred compensation earned by subject to Section 409A of the Executive from his or her new employment during such Code and the period (except that in no event shall any such reduction result to consider and revoke the general release and waiver of claims spans two calendar years, the payments will begin in the Executive receiving an amount pursuant to this clause (ii) second calendar year provided the release becomes effective. Any severance payments that would have been made during the release consideration and revocation period will be less than accumulated and paid on the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereoffirst installment payment date.

Termination Without Cause. IfIn the event that the Executive's ------------------------- employment under this Agreement is terminated in a Termination Without Cause, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):he shall be entitled to: (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date prompt payment of termination, prorated a Pro Rata Annual Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, year in each case accrued through the date of terminationwhich his employment terminates; (ii) a prompt lump-sum payment equal to (A) the Company shall continue to pay the Executive sum of his (x) --- Base Salary, average Bonus (based at the annualized rate in effect on the average of Termination Date, plus (y) ---- the annual Bonuses paid to the Executive bonus award he earned for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end year of termination times (B) the lesser of (x) 1095 and (y) the number of days in the period that ----- ------ begins on the Termination Date and ends on December 31, 2004 (but in no event less than 730), divided by (C) 365; provided that, in connection with such period------- -- -------- ---- payment, if the Company and Holdings execute a waiver and release of claims against the Executive, then the Executive shall obtain employment with another employer (execute a waiver and release of claims against the Executive being obligated to use his Company, Holdings or her reasonable best efforts to secure employment during such period)any of their officers, the amounts otherwise payable pursuant to this clause (ii) shall be reduced directors, representatives, agents or Affiliates, in each case as reasonably agreed by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to Parties and excluding claims under this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus Agreement and other benefits had been continued for a period of six months following such termination)contractual claims as appropriate; (iii) any Stock Option that becomes exercisable solely with the Executive passage of time, without satisfaction of any performance criterion other than continued service, shall be entitled become exercisable as of the Termination Date to the extent provided in the agreement granting such Option, but at least to the extent that it was then scheduled to become exercisable within six months following such date if the Executive's employment hereunder had continued; (iv) any amounts owing Stock Option (x) that is, or becomes, exercisable as of the Termination Date shall remain exercisable as provided in the agreement granting such Option, but not yet paid pursuant to Section 3(e)at least through the second anniversary of such date and (y) that becomes exercisable in connection with a Liquidity Event that occurs within one year following the Termination Date shall remain exercisable as provided in the agreement granting such Option, but at least through the second anniversary of the occurrence of such Liquidity Event; and (ivv) continued participation, through the Executive second anniversary of the Termination Date, in all medical, dental, vision, hospitalization and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on the Termination Date, on terms and conditions that are no less favorable than those that applied on such date, provided that the Executive's entitlements under this -------- Section 9(d)(v) shall be entitled expire to his rights to indemnification the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under Section 5 hereofthe plans, programs or arrangements of a subsequent employer.

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b​ (a) or 4(c):Employer. ​ (i) concurrent with such terminationEmployer may terminate Executive’s employment at any time without Cause. ​ (ii) In the event of a termination under Section 7(a)(i), the Company shall pay to the Executive an amount equal to his will be entitled to: ​ 1. Earned and accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;; ​ 2. A cash amount equal to one (1) year’s Base Salary; and ​ 3. To the extent not already received, a pro-rated STPB as of the termination date as follows: ​ (iiA) If the Company shall continue to pay fiscal year is in progress at the Executive his Base Salarytermination date, average Bonus (the STPB will be calculated and payable based on the average of the annual Bonuses STPB achieved and/or paid to Executive in the Executive two (2) years prior to the termination date, and pro-rated for the three fiscal year in progress. If no such STPB has been achieved in the two (2) years of prior to the Company preceding such termination of employment divided by date, the applicable Employer will pay period (said Base Salary and average bonus being payable the STPB pro-rata to rated for the Executive on fiscal year in progress, provided the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if associated targets have met the effective date quarterly budgeted target levels as of the termination of date; or, (B) If the Executive's employment applicable fiscal quarter or fiscal year is completed at the termination date, the STPB will be calculated and payable in accordance with Section 4(b). ​ ​ (iii) All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Company under Employer’s normal payroll process or otherwise in accordance with applicable law and the terms of this Agreement. ​ (iv) Payment identified in Section 4(d7(a)(ii)(2) occurs at least one year after the Executive's Date of Hire will be made in cash, less appropriate withholding and for a period of twenty-four months if the effective date deductions, as soon as practicable following sixty (60) days of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provideddate, however, provided that if, prior to the end of during such period, the Executive shall obtain executed and returned a release and waiver agreement in a form acceptable to the Board and did not exercise any right to revoke such release and waiver agreement. ​ (b) Executive. ​ (i) Executive may voluntarily terminate his employment with another employer and resign at any time provided he gives JEGI and the Employer sixty (60) days’ prior written notice, which notice period may be waived by JEGI and the Employer (in which case such resignation will be effective as of the date stipulated in such waiver). In the event of a termination by Executive being obligated to use his or her reasonable best efforts to secure employment during such periodunder this Section 7(b)(i), the amounts otherwise payable pursuant to this clause Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date. ​ (ii) Executive may terminate his employment for Good Reason. Upon a termination for Good Reason, the terms of Section 7(a)(i)-(iv) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.apply. ​

Termination Without Cause. IfEmployer may terminate this Agreement without cause at any time. "Without cause" termination shall include, during but not be limited to: (i) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the Employment Period, provisions of Section 1 hereof; (ii) Employer's notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee's prior office location; and (iii) Employer's reduction of Employee's base salary to less than the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth base salary identified in Section 4(a)) of this Agreement. If Employer terminates this Agreement without cause, 4(bEmployer shall continue to pay Employee the compensation provided for in Section 4(a) or 4(c): of this Agreement for a period of time equal to twelve months. Such pay continuation is contingent upon Employee executing Employer's standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued any earned but unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of and accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued Paid Time Off through the date of Employee's termination; ; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee's vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the Employer may consider factors that include but are not limited to (i) the Employee's target bonus (percentage of base salary), (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) financial performance and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive Employee's achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee's bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be entitled to contingent upon the Company satisfying the financial targets established by the Company's Board of Directors. Payment of any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive bonus shall be entitled made at the time of the annual bonus payout for all employees. COBRA coverage may be elected to his rights to indemnification continue health, dental, and vision insurance during the Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under Section 5 hereofCOBRA will be billed at the full COBRA rate.

Termination Without Cause. If, during the Employment Period, If the Company terminates the Executive’s employment at any time prior to a Change of the Executive hereunder for any reason Control without Cause (and other than as a reason set forth in result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 4(a1.409A-1(h)), 4(b) or 4(cExecutive shall be eligible for the following severance benefits (the “Severance Benefits”): (i) concurrent with such termination, (i) the Company shall pay make a lump sum severance payment to the Executive in an amount equal to his accrued Base Salary up eighteen (18) months of Executive’s then-current base salary plus 150% of the greater of (A) the Target Bonus for the year in which the termination occurs and (B) the prior year’s Target Bonus actually earned by Executive, subject to withholdings and deductions; (ii) (ii) the vesting of each then-outstanding, unvested equity award held by Executive will accelerate as to that number of shares under each such award that would have vested in the ordinary course had Executive continued to be employed by the Company for an additional eighteen (18) months, (or if no shares would vest during such time under a specific award due to a cliff vesting provision, then the number of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (i) the total number of shares subject to the award and (ii) a fraction, the numerator of which is eighteen (18) plus the number of whole months that have elapsed between the Executive’s vesting commencement date and the date of termination, prorated Bonus (based on and the same percentage denominator of accrued Base Salary which is the total number of months in the vesting schedule), with such vesting occurring as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such ’s termination); (iii) the post-termination exercise period of all non-statutory stock options then held by Executive shall be entitled extended so that such options, to any amounts owing but not yet paid pursuant to Section 3(e)the extent vested, are exercisable until the earlier of (A) the original term expiration date for such award and (B) the first anniversary of Executive’s termination date; and (iv) if Executive timely elects COBRA health insurance coverage, the Company will pay Executive’s COBRA premiums for eighteen (18) months following the date his employment terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (the “COBRA Payment Period”) (provided that Executive shall be entitled must promptly inform the Company, in writing, if he becomes eligible for health insurance coverage from another source within eighteen (18) months after the termination). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to his rights the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to indemnification under Section 5 hereofinstead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. On the thirtieth (30th) day following Executive’s Separation from Service, the Company will make the first payment in the case of the Special Severance Payment in a lump sum equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such thirtieth (30th) day, with the balance of the payments paid thereafter on the schedule described above.

Termination Without Cause. If, during (a) In the Employment Periodevent the Executive's employment is terminated without Cause, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with his Base Salary through the date of termination of the Executive's employment; (ii) his Base Salary, at the annualized rate in effect on the date of termination of the Executive's employment, for a period of thirty-six (36) months following such terminationtermination or until the end of the Term, whichever is longer; provided that, at the Executive's option, the Company shall pay to him the Executive an amount equal to his accrued present value of such Base Salary up to continuation payments in a lump sum (using as the date of termination, prorated Bonus (based on discount rate the same percentage of accrued Base Salary Applicable Federal Rate for short-term Treasury obligations as compared to published by the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive Internal Revenue Service for the three fiscal years of the Company preceding month in which such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationoccurs); (iii) his Bonuses for the remainder of the Term (but in no event less than $200,000 per year), payable as and when such Bonuses would have been payable to the Executive shall be entitled to had his employment with the Company not been terminated under this Section 4.2.; (iv) any amounts earned, accrued or owing to the Executive under this Agreement but not yet paid pursuant paid; (v) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his employment until the earlier of: (A) the end of the period during which he is receiving Base Salary continuation payments (or in respect of which a lump-sum severance payment is made); (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (v) of this Section 3(e)4.2, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (v) of this Section 4.2, (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and (ivvi) other or additional benefits in accordance with applicable plans and programs of the Executive shall be entitled to his rights to indemnification under Section 5 hereofCompany.

Termination Without Cause. If, during Either party may terminate Executive's employment hereunder without Cause at any time by providing one-hundred eighty (180) days written notice of such termination. In the Employment Period, the Company terminates the employment event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Company, then Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with payment of the Accrued Payments in full within the next normal payroll period following Termination; (ii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, to be paid in full within the next normal payroll period following Termination; (iii) if employment termination occurs prior to the end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the conclusion of the fiscal year determined and paid based on actual performance achieved for such fiscal year against the prorated performance goals for that fiscal year, to be paid in full within ninety days following completion of the fiscal year; (iv) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the Company shall pay medical, dental, disability and life insurance programs provided to the Executive an amount equal hereof until the earlier of (a) a one-hundred eighty (180) day period from the effective date of termination; or (b) such time as the Executive is eligible to his accrued Base Salary up be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage-by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when she begins employment with another employer and if and when she becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. In the event of the termination of Executive's employment under this Paragraph 4.3 without Cause by the Executive, then Executive shall be entitled to items listed above in subparagraphs (i), (ii) and (iii) above only. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared subject, however to the annual Base Salary multiplied times the average provisions of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datesParagraph 3.1 hereof)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during The Company shall have the Employment Period, right at any time to terminate this Agreement without Cause. If the Company terminates this Agreement without Cause, you shall have the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): right to receive (i) concurrent with such terminationa severance equal to one year’s salary paid according to paragraph 5 C of this Agreement, the Company shall pay to the Executive (ii) an amount equal to his the incentive bonus or bonuses you would have received under this Agreement or pursuant to any other applicable incentive plan for the unexpired Term hereof; (iii) accrued Base Salary up to but unused vacation pay through the date of termination, prorated Bonus and (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmentiv) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued approved but unreimbursed expenses incurred through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifyou execute a general release in a form set forth on Exhibit A hereto, prior and you are in full compliance with Paragraph 12 hereof. Notwithstanding anything to the end contrary set forth herein, you shall have a duty to mitigate any and all damages which you might be deemed to have suffered as a result of such periodthe termination of your employment. Consequently, it is expressly agreed and understood that if any time after your termination you receive income or other remuneration for services performed between your termination and the Executive shall obtain employment with another employer unexpired portion of the Term (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period“Hiatus Period”), the amounts otherwise payable set forth in subsection (i) and (ii) of this Paragraph 14.D shall be reduced or offset by the amounts received by you for services performed after your termination. You shall advise the Company in writing as expeditiously as possible of all of the financial arrangements for any personal services rendered by you for or on your own behalf or for others during the Hiatus Period including, but not limited to, the income from all sources that you anticipate earning from such services, e.g. salary, bonus, royalties, stock options, profit participation, deferred payments, etc. The Company may, at its election, either offset from payments pursuant to this clause (ii) shall be reduced by the amount of compensation paragraph 14.D a sum equal to all income earned by you during the Executive Hiatus Period and/or demand repayment from his or her new employment during such period (except that in no event shall you and be immediately repaid by you for any such reduction result in sums owing to the Executive receiving an amount Company pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofforegoing.

Termination Without Cause. If, during If Executive's employment is terminated by Company prior to the expiration of the Employment Period, the Company terminates the employment of the Executive hereunder Period for any reason other than a reason set forth Cause and for so long as Executive is not in Section 4(a)breach of his continuing obligations under Sections 8 and 9, 4(b) or 4(c): Company shall (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, in effect immediately prior to the end of such period, the Executive shall obtain employment with another employer Employment Period for a period of 24 months after the date of termination (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period"Termination Period"), the amounts otherwise payable pursuant to this clause ; (ii) with regard to the STIP, pay a bonus at the time incentive compensation would otherwise be payable under the STIP for the year of termination on the basis of the Company's performance relative to target achieved for the full year and, in respect of the remainder of the Termination Period, pay a bonus at the time incentive compensation would otherwise be payable under the STIP for the year or years (or part thereof) in the remaining portion of the Termination Period on the basis that the Company achieved target for such year or years, but pro rated for the portion of each such year or years that fell within such remaining portion of the Termination Period, provided that, following termination of Executive's employment, all benefits payable to Executive under the STIP shall be reduced by paid in cash, and provided further that Executive shall acquire 100% of the amount interest in any shares previously granted to Executive under the STIP in which Executive has not yet acquired an interest pursuant to the STIP at the time of compensation earned by termination of Executive's employment; (iii) with regard to the EIP, Executive from his or her new employment during such period (except shall be credited with years of service for vesting purposes for the time that would have otherwise been remaining in the Employment Period but for the early termination, provided that in no event shall any such reduction result Executive be credited with fewer than four years of service for time-based vesting purposes under the EIP following termination of Executive's employment without cause; 7 <PAGE> and provided further that in the event four (but not five) actual years of service have been credited to Executive receiving an amount pursuant for time-based vesting purposes under the EIP at the time of Executive's termination of employment without cause, Executive shall be credited with a partial fifth year of service based on the actual number of whole months in such year worked prior to this clause termination of employment, and the percentage under Section 5.02.C. of the EIP shall be adjusted proportionately to take into account such partial year of service; (iiiv) that would be with regard to the EIP, in the event of a liquidity event (as defined in the EIP), if the return on invested capital (as defined in the EIP) is not less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the 0% then Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and the greater of (ivA) or (B) where: (A) equals the Executive shall be entitled to his rights to indemnification interest in shares acquired by applying the provisions of the EIP taking into account provision 7(d)(iii) above and (B) equals the interest in the shares acquired by applying the provisions of the EIP where the applicable percentage under Section 5 5.02.A. of the EIP is 25% and the applicable percentage under Section 5.02.C. of the EIP is 100%; and (v) continue to pay the Company's portion of the premium costs or other costs of coverage of medical and life insurance benefits of Executive and, if Executive's family is covered for such benefits with the Company at the time Executive's employment terminates, Executive's family (i.e., that portion of such coverage paid by the Company for other executive officers at the level of coverage elected by Executive during his employment), subject to the terms and provisions of any applicable benefit plan and subject to approval by any applicable insurance carrier, after termination for the duration of the Termination Period or until Executive commences full time employment in an executive position with another employer, if earlier. In the event coverage is not approved by insurance carrier, the Company will obtain coverage for Executive and Executive's family that is at least as favorable as the coverage Executive had before termination. In addition to the foregoing, upon termination without cause, Executive and the Company shall have the Put Option and Call Option (respectively) described in Section 7(c) hereof. Except as may otherwise be expressly provided in this Agreement, in any Benefit Plan, or other agreement between the Company and Executive, Company shall have no further obligation to Executive other than to reimburse Executive for reasonable business expenses incurred prior to termination.

Termination Without Cause. If, during In the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of event that the Executive's ------------------------- employment with hereunder is terminated by the Company under this without Cause and Section 4(d8(A), (B) occurs at least one year after or (F) does not apply, then the Executive's Date of Hire and Executive shall be entitled to: (I) Base Salary for a two-year period of twenty-four months if ending on the effective date second anniversary of the termination of the Executive's employment with the Company under this Termination Date, payable as provided in Section 4(d) occurs at least five years after the Executive's Date of Hire; 4, provided, however, that ifif Executive earns any employment income, prior self-employment income or consulting income from other sources during such two-year period, Executive shall provide written notice to the end Company setting forth the nature and amount of such periodincome, which shall be offset against Base Salary payments in excess of $275,000 otherwise due to the Executive, so that the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable will receive no less than $275,000 pursuant to this clause Section 8(D)(I), regardless of other income; (iiII) shall be reduced by a Pro-Rata annual incentive award for the amount fiscal year in which the Termination Date occurs, based on the Executive's annual bonus opportunity for such fiscal year (excluding any overachievement bonus opportunity), payable in a lump sum promptly following the Termination Date, regardless of compensation earned by the Executive from his or her new employment Executive's and Company's performance during such period fiscal year; (except that in no event shall any such reduction result in III) the Executive receiving an amount pursuant continued right to this clause (ii) that would be less than exercise the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued Special Stock Option for a period of six months following two years from the Termination Date, such termination)Special Stock Option to become fully exercisable as of the Termination Date, and the immediate vesting of all shares of Restricted Stock as of the Termination Date; (iiiIV) the Executive continued right to exercise any outstanding stock option, other than the Special Stock Option, for a period of 3 months from the Termination Date; (V) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 8(D)(V) -------- ---- shall be entitled reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; (VI) immediate vesting in the Company's Retirement Savings Plan (or any amounts owing but not yet paid pursuant to Section 3(esuccessor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (ivVII) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(I)(I).