Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause If at any time. If the termination is effected time (A) prior to Executive’s attainment of age 65 and (B) other than during a Protection Period, Executive’s employment by the Company is terminated by the Company without Cause (and other than as described in Section 8a termination for Disability), then, under such circumstances and subject to then the Associate’s continued compliance with the terms of this Agreement, Company shall pay or provide Executive with: (i) the AssociateExecutive’s Base Salary then in effect hereunder will continue to be Accrued Obligations, payable in accordance with the Company’s payroll policy through the Employment Term, Section 8(a)(i); (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through Any unpaid annual cash incentive earned with respect to any fiscal year ending on or preceding the date of termination, payable when such incentives are paid generally to senior executives for such year; (iii) all outstanding A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive plan and unvested stock options previously granted to a fraction, the Associate by numerator of which is the Parent Company shall immediately vest in full without regard to number of days elapsed during the achievement performance year through the date of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company termination and the Associate with respect denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such stock options, and year; (iv) all outstanding and unvested shares of restricted stock (if any) previously granted Severance payments in the aggregate amount equal to the Associate by the Parent Company sum of (A) Executive’s then Base Salary plus (B) his annual target cash incentive, which amount shall immediately vest be payable to Executive in full without regard equal semi-monthly payroll installments over a period of twelve (12) months; For purposes of this subparagraph (iv) each installment severance payment to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan Executive under this subparagraph (the “Incentive Plan”iv) shall be treated as a separate payment (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m409A). Provided, anything herein to the contrary notwithstanding, if on the date of termination, Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)), to the extent that such severance payments (and any other payments and benefits provided in Section 8) constitute a “deferral of compensation” under a “nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section 1.409A-1, the following provisions shall apply (“Safe Harbor and Postponement”): (1) If such payments and benefits are payable on account of Executive’s “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)), Executive shall receive such amount of his severance payments during the six (6)-month period immediately following the date of termination as equals the lesser of: (x) such severance payment amount due Executive under Section 8 during such six (6)-month period or (y) two (2) multiplied by the compensation limit in effect under Section 401(a)(17) of the Internal Revenue Code of 1986Code, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following for the calendar year in which the date of termination without Cause occurred. Notwithstanding the foregoing, the Associate occurs and as otherwise provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) and shall not be entitled to receive any such of his benefits as satisfy the payments or benefits described in exception under Treasury Regulation Section 9 unless, not later than sixty 1.409A-1(b)(9)(v) (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “ReleaseLimitation Amount”). (2) To the extent that, upon such “involuntary separation from service,” the amount of payments and benefits that would have been payable to Executive under Section 8 during the six (6)-month period during which following the Release may be revoked has expired without last day of his employment exceeds the Associate having revoked the Release. None of the payments or benefits described in Section 9 Limitation Amount, such excess shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first regular semi-monthly payroll date following the date expiration of such six (6)-month period. (3) If the Release becomes effective, without interest, or, if Company reasonably determines that such sixty-day period begins in one calendar year employment termination is not such an “involuntary separation from service,” all such payments and ends in a second calendar year, benefits that would have been payable to the first payroll date Executive under Section 8 during the second calendar year six (6)-month period immediately following the date of termination, but for such determination, shall be paid on the Release becomes effectivefirst regular semi-monthly payroll date immediately following the expiration of such six (6)-month period following the date of termination. (4) Any payments under this Section 8(c) that are postponed pursuant to the Safe Harbor and Postponement shall accrue interest at an annual rate (compounded monthly) equal to the short-term applicable federal rate (as in effect under Section 1274(d) of the Code on the last day of the Executive’s employment) plus 100 basis points, as described abovewhich interest shall be paid on the first regular semi-monthly payroll date immediately following the expiration of the six (6)-month period following the date of termination. (v) Subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA.

Termination Without Cause. The Company shall have Board of Directors may terminate Executive's employment under this Agreement without any cause whatsoever by giving Executive thirty (30) days' written notice or, at the right election of the Board of Directors, immediate notice and the payment of an amount equal to terminate his base salary for the Employment Term without Cause previous thirty (30) days, at the time set forth therein. In addition to any time. If amounts owed to the Executive pursuant to the preceding sentence, if such termination is effected by the Company other than as described made pursuant to this Section 5.05, Employer shall pay to Executive severance pay in Section 8, then, under such circumstances and subject an amount equal to the Associate’s continued compliance with base salary that would be payable to Executive over the terms period commencing on the date of termination and ending at the end of the Base Term of this Agreement, which period shall in no event be less than six (i6) months (the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with "Severance Period"), assuming the Company’s payroll policy through base salary is the Employment Termamount of Executive's base salary at the time of the termination, (ii) the Associate which severance pay shall be paid within sixty (60) days after to Executive during the Severance Period in equal installments as set forth in Section 3.01. In addition, upon such termination the pro rata portion vesting of all options that are granted to Executive under any stock option plan of Employer or any subsidiary thereof (provided such options are granted on or after the Bonus earneddate on which the Combination with IWL, if anyCapRock and the Partnership is consummated) will automatically accelerate, through with the result that such options will be fully vested upon the date of termination. Upon such termination, (iii) all outstanding Executive shall receive only such amounts as are owed to him under this Agreement as the result of his activities prior to such termination and unvested stock options previously granted to the Associate as expressly set forth in this Section 5.05 and thereafter no further consideration shall be owed by the Parent Company shall immediately vest in full without regard Employer to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveExecutive.

Termination Without Cause. The Company shall have AMS’s termination of the right to terminate the Employment Term Employee’s employment (or taking of any action or actions resulting in constructive termination of employment) without Cause at any timeshall be effective upon 30 days’ prior written notice to the Employee, unless the parties mutually agree to advance or delay the effective date. If the termination Employee’s employment is effected by terminated without Cause and not on account of Disability, the Company Employee shall be entitled to receive from AMS the following benefits in addition to any other than as described in Section 8, then, under such circumstances and subject benefits to the Associate’s continued compliance with the terms of this Agreement, which he might be entitled: (i) a severance benefit in an amount equal to 100% of the AssociateEmployee’s Base Salary then annual base salary in effect hereunder will continue immediately preceding such termination, but only if (1) the Employee executes a release substantially identical to be payable in accordance the release attached hereto, (2) the period for revoking such release has expired, and (3) the Employee has complied with the Company’s payroll policy through the Employment Term, requirements of Sections 10 and 11 hereof; (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion full vesting of the Bonus earned, if any, through the date of termination, any unexercised stock options; and (iii) all outstanding payment of amounts equal to any premiums for health and unvested stock options previously granted to the Associate dental insurance continuation coverage under any AMS health plans that is elected by the Parent Company shall immediately vest in full without regard Employee or his beneficiaries pursuant to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), other than the employee portion of such premiums, at a time or times mutually agreed to by the parties. AMS shall become vested only to pay 75% of the extent provided pursuant to the terms severance benefit in paragraph (i) within 30 days after all of the applicable restricted stock agreement conditions are satisfied. AMS shall pay the other 25% of the severance benefit with interest 12 months after all of the applicable conditions are satisfied, provided that the Employee complies with the covenants in Sections 10 and 11 hereof throughout that period. If the provisions Employee does not comply with the requirements of this Section 9 Sections 10 and 11 hereof at any time during that period, the other 25% of the severance benefit shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments be paid to the Associate in accordance with this Section 9 Employee. All severance benefits paid to the Employee shall be paid no later than two subject to all legally required payroll deductions and one-half (2½) months following withholdings for sums owed by the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled Employee to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveAMS.

Termination Without Cause. The i. If Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company terminates your employment within twelve (12) months after or three (3) months before a Change of Control (as defined below) other than due to your death, Disability, or for Cause (as described defined below), you shall receive the Accrued Amounts on the date of termination or, if otherwise provided in Section 8an applicable employee benefit plan, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the time and form of payment provisions of such plan, as permitted by law, and, in addition, subject to the Severance Conditions below, Company shall provide to you: (1) a severance payment equal to six (6) months of your Base Salary as of the termination date (the “Severance Payment”), divided and paid in equal installments over a period of six (6) months in accordance with Company’s regular payroll policy through practices starting on the Employment Termfirst regular payday occurring after the effective date of the Release (as defined below), but in any event no later than ninety (ii) the Associate shall be paid within sixty (6090) days after following the termination the pro rata date, except that if such ninety (90) day period spans two (2) calendar years, then payment of any portion of the Bonus earnedSeverance Payment which constitutes deferred compensation subject to Code Section 409A (as defined below) shall in any event begin in the second such calendar year; (2) an amount sufficient to reimburse you for the premiums required to continue employee’s group health care coverage for a period of six (6) months under the application provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), if anyprovided that you elect to continue and remain eligible for these benefits under COBRA, and do not obtain health coverage through another employer during this period, and provided further that you are in full compliance with your obligations under the date Company’s Confidential Separation Agreement; and (3) immediate vesting of termination, (iii) all outstanding and unvested stock options previously granted equity grants made to you pursuant to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditionsS▇▇▇▇▇▇▇▇.▇▇▇, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Inc. 2018 Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or collectively, the restricted stock agreements between “Severance Benefits”). Company’s obligation to provide you the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) Severance Benefits shall be conditioned on your satisfaction of the Internal Revenue Code of 1986, as amended following (the “CodeSeverance Conditions”)): (1) you must first sign, and allow to become effective, Company’s Confidential Separation Agreement, which shall become vested only include a full general release in a form acceptable to the extent provided pursuant Company, releasing all claims, known or unknown, that you may have against Company arising out of or any way related to the terms your employment or termination of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance employment with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which Release must become effective in accordance with its terms on or before the sixtieth (60th) day following the date of termination; and (2) on or before the effective date of the Release may be revoked has expired without the Associate having revoked the Release. None you must have (i) reconfirmed your agreement to abide by all of the surviving provisions of the Employee Confidential Information and Inventions Agreement; (ii) agreed to cooperate in the transition of your employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of the Affiliates. All other Company obligations to you will be automatically terminated and completely extinguished. ii. If Company terminates your employment without Cause or not within twelve (12) months after or three (3) months before a Change of Control, you shall be paid, in lieu of all other payments or benefits described hereunder, the Accrued Amounts. Except as otherwise provided in Section 9 Paragraph 9(A), the Accrued Amounts shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to you in a single lump sum payment on the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, of termination or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effectiveplan, as described abovepermitted by law. All other Company obligations to you will be automatically terminated and completely extinguished.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the AssociateOptionee’s Base Salary then in effect hereunder will continue to be payable in accordance employment with the Company’s payroll policy through Company or a Subsidiary is terminated by the Employment Term, Company or a Subsidiary other than for Cause (a “Termination Without Cause”) and (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted Optionee is entitled to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided receive severance pay pursuant to the terms of any severance pay plan of the applicable restricted stock agreement and Company in effect at the time of the Optionee’s termination of employment that provides for severance pay calculated by multiplying the Optionee’s base compensation by a specified severance period, then the Option shall be exercisable with respect to the total number of Common Shares that would have been exercisable under the provisions of Section 1(a) hereof if the Optionee had remained in the employ of the Company through the end of the severance period. For purposes of this Section 9 Agreement, “Cause” shall not apply to mean: an intentional act of fraud, embezzlement or theft in connection with the Optionee’s duties with the Company or a Subsidiary (or the Successor, if applicable); (ii) an intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary (or the Successor, if applicable); (iii) an intentional, wrongful engagement in any shares competitive activity that would constitute a material breach of restricted stock that are intended to constitute performance-based compensation. Bonus payments the Optionee’s duty of loyalty to the Associate Company or a Subsidiary (or the Successor, if applicable); (iv) the willful misconduct in accordance with this Section 9 the performance of the Optionee’s duties to the Company or a Subsidiary (or the Successor, if applicable); or (v) gross negligence in the performance of the Optionee’s duties to the Company or a Subsidiary (or the Successor, if applicable). No act, or failure to act, on the part of the Optionee shall be paid no later than two deemed “intentional” unless done or omitted to be done by the Optionee not in good faith and one-half (2½) months following without reasonable belief that the calendar year Optionee’s action or omission was in which or not opposed to the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any best interest of the payments Company or benefits described in Section 9 unless, not later than sixty a Subsidiary (60) days after or the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, orSuccessor, if applicable); provided, that for any Optionee who is party to an individual severance or employment agreement defining Cause, “Cause” will have the meaning set forth in such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveagreement.

Termination Without Cause. The This Agreement may be terminated by the Company shall have the right to terminate the Employment Term without Cause at any time, without Cause, by 30 days' prior written notice from the Company to the Employee. If the termination Employee's employment is effected terminated by the Company for any reason other than as described in Section 8for Cause, thenDisability or death, under such circumstances or if this Agreement is terminated by the Company for what the Company believes is Cause or Disability, and subject to the Associate’s continued compliance with the terms of this Agreementit is ultimately determined that Cause did not exist or that Employee had not suffered a Disability, Employee shall be entitled only to: (i) the Associate’s any Base Salary then earned but not yet paid; (ii) reimbursement of any unpaid business expenses incurred in effect hereunder will continue accordance with this Agreement by Employee prior to be payable the effective date of the termination of Employee's employment; (iii) any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company’s payroll policy through ; and (iv) as damages for such a termination: the Employment Termreceipt of Base Salary for the longer of (a) six (6) months or (b) one (1) month for every year of service by Employee as an officer of the Company, up to a maximum of twelve (ii12) months after the Associate date of termination (the period of time specified in this subsection 6(b)(iv) is referred to herein as the "Severance Period"). During the Severance Period, the Company shall be paid within sixty (60) days after termination the pro rata also continue paying its normal portion of Employee's medical, dental and health insurance premiums pursuant to the Bonus earnedprovisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Employee first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Employee may be eligible. During the Severance Period, through the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have been accrued or earned as of the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate Employee shall not be entitled to receive any bonus payout under any Company plan or program, including, without limitation, any Economic Value Added bonus plan of which Employee is a participant, in the event Employee's employment is terminated by the Company pursuant to this section 6(b). The Company's termination of the payments or benefits described Employee's employment under this section 6(b) shall immediately relieve the Employee of all obligations under this Agreement (except as provided in Section 9 unlesssections 7 and 8) and, except as provided below, shall not later than sixty (60) days after be construed to require the termination date, the Associate has executed a release application of claims against the Company and its affiliates (the “Release”), and the period during any compensation which the Release Employee may be revoked has expired without earn in any such other employment to reduce the Associate having revoked the Release. None of the payments or Company's obligation to provide severance benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveliquidated damages under this section 6(b).

Termination Without Cause. The At any time the Company shall have the right upon ninety (90) days written notice to the Executive to terminate the Employment Term without Cause at of Employment. Upon any time. If termination pursuant to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5, 5.6 or in the termination is effected by event that the Company other than as described in Section 8, then, does not renew the Executive’s Term of Employment under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreementsection 2.2, the Company shall (i) pay to the Associate’s Executive any unpaid Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Termeffective date of termination specified in such notice, (ii) continue to pay the Associate Executive’s Base Salary for a period (the “ Continuation Period”) of 12 months following the termination of the Executive’s employment with the Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (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 as Benefits otherwise would have been provided to the Executive, 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 his employment hereunder prior to the end of 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 paid within sixty (60) days after termination binding and conclusive on the pro rata portion Executive. For this purpose, the Company may use as the value of any Benefit the Bonus earnedcost to the Company of providing that Benefit to the Executive. Further, if any, through the Executive shall become immediately vested in his Stock Options. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; providedsubject, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above4.1.

Termination Without Cause. The If the Company shall have the right to terminate the Employment Term terminates Executive’s employment without Cause at any time. If the termination is effected by the Company other than as described (defined below), Executive shall be entitled to receive, in Section 8, then, under such circumstances and subject addition to the Associate’s continued compliance with the terms of this Agreementamounts due under Section 10A, (i) the Associateas continuing severance pay at a rate equal to Executive’s Base Salary Salary, as then in effect hereunder will continue effect, for nine (9) months from the date of termination of employment, plus a lump-sum payment equal to be a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each case, less all required tax withholdings and other applicable deductions, payable in accordance with the Company’s standard payroll policy through procedures, commencing on the Employment Termeffective date of a Separation Agreement and Release of claims against the Company and after the end of any applicable rescission or revocation period, and provided that Executive has not revoked or rescinded (iior attempted to revoke or rescind) any claims under such Release, in substantially the Associate form of Exhibit A attached hereto, the timely execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10B; provided that (1) such Separation Agreement and Release shall be paid executed and be fully effective within sixty (60) days after termination the pro rata portion of the Bonus earned, Executive’s termination of employment; (2) the first payment shall include any amounts that would have been paid to Executive if any, through payment had commenced on the date of terminationtermination of employment; and (3) Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (iiiand Executive’s dependents, as applicable) all outstanding and unvested stock options previously granted at the same rate it pays for active employees for a period for nine (9) months from the date of termination of employment; provided that the Company’s obligation to the Associate by the Parent Company make such payments shall immediately vest in full without regard expire if Executive ceases to the achievement of any applicable performance conditions, unless be eligible for continuation coverage under COBRA or similar state law or otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to terminates such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurredcoverage. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the foregoing payments or benefits described due under this Section 10B shall commence within seventy (70) days of Executive’s termination of employment, provided that if such seventy (70)-day period spans two (2) calendar years, payments shall commence in Section 9 unless, the latter calendar year. In addition to the foregoing and subject to Executive’s timely execution of a Separation Agreement and Release that has been executed and not later than revoked within any applicable rescission period that has expired within sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 Executive’s termination of employment, Executive shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior entitled to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveimmediate vesting of all outstanding equity awards then held by Executive.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause If at any time. If the termination is effected time (A) prior to Executive’s attainment of age 65 and (B) other than during a Protection Period, Executive’s employment by the Company is terminated by the Company without Cause (and other than as described in Section 8a termination for Disability), then, under such circumstances and subject to then the Associate’s continued compliance with the terms of this Agreement, Company shall pay or provide Executive with: (i) the AssociateExecutive’s Base Salary then in effect hereunder will continue to be Accrued Obligations, payable in accordance with the Company’s payroll policy through the Employment Term, Section 8(a)(i); (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) all outstanding A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan and unvested stock options previously granted to a fraction, the Associate by numerator of which is the Parent Company shall immediately vest in full without regard to number of days elapsed during the achievement performance year through the date of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company termination and the Associate with respect denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such stock options, and year; and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted Severance payments in the aggregate amount equal to the Associate by the Parent Company sum of (A) Executive’s then Base Salary plus (B) his annual target bonus, which amount shall immediately vest be payable to Executive in full without regard equal semi-monthly payroll installments over a period of twelve (12) months. For purposes of this subparagraph (iv) each installment severance payment to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan Executive under this subparagraph (the “Incentive Plan”iv) shall be treated as a separate payment (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m409A). Provided, anything herein to the contrary notwithstanding, if on the date of termination Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)), to the extent that such severance payments (and any other payments and benefits provided in Section 8) constitute a “deferral of compensation” under a “nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section 1.409A-1, the following provisions shall apply (“Safe Harbor and Postponement”): (1) If such payments and benefits are payable on account of Executive’s “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)), Executive shall receive such amount of his severance payments during the six (6)-month period immediately following the date of termination as equals the lesser of: (x) such severance payment amount due Executive under Section 8 during such six (6)-month period or (y) two (2) multiplied by the compensation limit in effect under Section 401(a)(17) of the Internal Revenue Code of 1986Code, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following for the calendar year in which the date of termination without Cause occurred. Notwithstanding the foregoing, the Associate occurs and as otherwise provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) and shall not be entitled to receive any such of his benefits as satisfy the payments or benefits described in exception under Treasury Regulation Section 9 unless, not later than sixty 1.409A-1(b)(9)(v) (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “ReleaseLimitation Amount”). (2) To the extent that, upon such “involuntary separation from service,” the amount of payments and benefits that would have been payable to Executive under Section 8 during the six (6)-month period during which following the Release may be revoked has expired without last day of his employment exceeds the Associate having revoked the Release. None of the payments or benefits described in Section 9 Limitation Amount, such excess shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first regular semi-monthly payroll date following the date expiration of such six (6)-month period. (3) If the Release becomes effective, without interest, or, if Company reasonably determines that such sixty-day period begins in one calendar year employment termination is not such an “involuntary separation from service,” all such payments and ends in a second calendar year, benefits that would have been payable to the first payroll date Executive under Section 8 during the second calendar year six (6)-month period immediately following the date of termination, but for such determination, shall be paid on the Release becomes effectivefirst regular semi-monthly payroll date immediately following the expiration of such six (6)-month period following the date of termination. (4) Any payments under this Section 8(c) that are postponed pursuant to the Safe Harbor and Postponement shall accrue interest at an annual rate (compounded monthly) equal to the short-term applicable federal rate (as in effect under Section 1274(d) of the Code on the last day of the Executive’s employment) plus 100 basis points, as described abovewhich interest shall be paid on the first regular semi-monthly payroll date immediately following the expiration of the six (6)-month period following the date of termination. (v) Subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA.

Termination Without Cause. The At any time the Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected Executive's employment hereunder by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (i) pay to Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice, and (ii) pay to constitute performance-based compensation the Executive in a lump sum, in cash within 30 days after the meaning date of Section 162(memployment termination, an amount equal to the product of (x) the sum of the Internal Revenue Code Executive’s then Base Salary plus the amount of 1986the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, as amended multiplied times (y) one. The Company shall be deemed to have terminated the “Code”Executive's employment pursuant to this Section 4.4 if such employment is terminated (i) by the Company without Cause, or (ii) by the Executive voluntarily for "Good Reason." For purposes of this Agreement, "Good Reason" means (a) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), shall become vested only authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) any failure by the Company to the extent provided pursuant to the terms comply with any of the applicable restricted stock agreement and the provisions of Section 2, Section 3, Section 7 or Section 17 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (c) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; (d) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement; or (e) any termination by the Executive for any reason during the three-month period following the effective date of any "Change in Control". For purposes of this Section 9 4.4, any good faith determination of "Good Reason" made by the Executive shall not apply be conclusive. In addition to any shares of restricted stock that are intended other rights the Executive has pursuant to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later 4.4, if the Executive is terminated by the Company pursuant to this Section 4.4, or if the Executive terminates his own employment for “Good Reason” pursuant to Section 4.4(e) with regard to “Change in Control”, if on the date of termination the Executive has worked for the Company less than two and one-half (2½) months following three years from the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingdate of this Agreement, the Associate Executive shall not be entitled to receive any the shares of the payments or benefits described in stock he would have received under Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed 2.2 if he had been employed for a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to full three years from the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveof this Agreement.

Termination Without Cause. The At any time the Company shall have the right to terminate the Term of Employment Term without Cause at by written notice to the Executive. Upon any time. If the termination pursuant to this Section 5.4 (that is effected by not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, shall (i) pay to the Associate’s Executive any unpaid Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Termeffective date of termination specified in such notice, (ii) continue to pay the Associate Executive's Base Salary for a 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 but in no event for more than six (6) months from notice of termination hereunder, (iii) continue to provide the 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 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. 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 paid within sixty (60) days after termination binding and conclusive on the pro rata portion 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 Bonus earned, Continuation Period in the same manner and to the same extent as if any, through his employment 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 date of termination, (iii) all outstanding and unvested stock options previously granted subject, however, to the Associate by the Parent Company shall immediately vest in full without regard to the achievement provisions of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock optionsSection 4.1, and (ivy) all outstanding and unvested shares payment of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, compensation for unused vacation days that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following have accumulated during the calendar year in which the such termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”occurs), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.

Termination Without Cause. The Company shall have the right to may terminate the Employment Term without Cause Executive’s employment at any time. time without Cause. (a) If the termination is effected by Company terminates the Company other than as described in Section 8Executive’s employment without Cause, then, under such circumstances and subject to then the Associate’s continued compliance with the terms of this Agreement, Executive shall be entitled to: (i) the Associate’s The Accrued Obligations; (ii) An amount equal to three (3) weeks’ Base Salary then for every full year the Executive was employed by the Company, with a minimum of six (6) months and a maximum of twelve (12) months, payable in effect hereunder will continue to be payable equal installments in accordance with the Company’s regular payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, practices; and (iii) Full payment of the premiums for continued health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that the Executive timely elects and remains eligible for COBRA, until the earlier of (x) twelve (12) months or (y) until the Executive becomes eligible to participate in another employer’s group health plan. (iv) Notwithstanding the terms of any applicable stock option plan and/or agreement, (x) any and all outstanding stock options and/or restricted stock granted to the Executive will become fully vested and/or exercisable on the Termination Date and unvested (y) Executive shall have (i) until the expiration date noted in the applicable stock option agreement to exercise any stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard Executive prior to the achievement date of this Agreement (as specified on the signature page hereto), and (ii) ninety (90) days from the Termination Date to exercise any applicable performance conditionsstock options granted to the Executive on or after the date of this Agreement (as specified on the signature page hereto). (b) The Executive’s receipt of the payments and benefits under Section 6.2 (ii), unless otherwise prohibited by the Option Plan (or successor planiii) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted are subject to the Associate Executive’s execution of a release of claims in favor of the Company, its parent and affiliates and their respective officers and directors in a form provided by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive PlanRelease”) and such Release becoming effective within 60 days following the Termination Date (or successor plan) or such 60-day period, the restricted stock agreements between “Release Execution Period”); provided that if the Parent Company Release Execution Period begins in one taxable year and the Associate with respect to such restricted stock awards; providedends in another taxable year, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of payment which is “nonqualified deferred compensation” under Section 162(m) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any made until the beginning of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination datesecond taxable year; provided further that, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 first installment payment shall be paid until the Release has been signed and become effective, and any payments, which include all amounts that would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and have been paid to the Associate Executive during the period beginning on the Termination Date and ending on the first payroll payment date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveno delay had been imposed.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause Employee’s employment at any timetime and for any reason subject to the provisions of this Section 6(b). If In the termination is effected by event that the Company shall terminate Employee’s employment for any reason other than as described provided in Section 86(a), thenthe Company shall as its sole obligation hereunder pay to Employee the Base Salary, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable applicable federal and state income and social security tax withholding requirements and in accordance with the Company’s customary payroll policy practices, for the six month period immediately following termination. In addition, for a period of six months, the Company shall contribute towards Employee’s COBRA premium, i.e., pay the same monthly amount for family coverage as it would if he were an active employee, if Employee is covered under Company or Bank’s health welfare benefit plan prior to the cessation of his employment and elects to maintain coverage through the Employment Term, (ii) the Associate COBRA. Employee shall be paid within sixty (60) days after termination responsible for the pro rata remaining portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted monthly COBRA premium during this period. If Employee fails to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) make his portion of the Internal Revenue Code COBRA payment before the 10th of 1986, as amended the month for which coverage is sought (the “Code”i.e. January 10th for January coverage), Company’s obligation under this Section 6(b) to pay toward Employee’s monthly COBRA premium shall become vested only cease. If Employee elects to extend coverage under Company or Bank’s health welfare benefit plan after six months, Employee will be responsible for the extent provided pursuant to the terms payment of the entire applicable restricted stock agreement and COBRA premium. If Employee becomes eligible to enroll in another employer-sponsored health welfare benefit plan prior to end of the provisions of six months, Company’s obligation under this Section 9 6(b) to pay toward Employee’s monthly COBRA premium shall not apply cease. The Company’s obligations to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus make certain payments to or on behalf of the Associate in accordance with Employee under this Section 9 shall be paid no later than two 6(b) is expressly conditioned upon the Employee executing and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled returning to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed Company a settlement agreement that will include a full waiver and release of all claims, including potential claims known or unknown, against the Company and its affiliates (the “Release”)Company, and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effectiveBank, and any paymentstheir officers, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effectivedirectors, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effectiveagents, without interestemployees, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveetc.

Termination Without Cause. The At any time the Company shall have the right to terminate this Agreement and the Employment Term Executive’s employment hereunder without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (a) pay to the Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice within ten days after such termination (or on such earlier date as may be required by applicable law), and (b) subject to constitute performancethe execution by the Executive of a release agreement containing standard terms in the form generally used by the Company, pay to the Executive, in monthly installments consistent with the Company’s normal payroll schedule during the 12-based compensation within the meaning of Section 162(m) month period following termination, subject to applicable withholding and other taxes, an amount equal to 12 months of the Internal Revenue Code Executive’s Base Salary at the time of 1986termination, plus an amount equal to the COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period of 12 months. The Company shall be deemed to have terminated the Executive’s employment pursuant to this Section 3.4 if such employment is terminated by the Company without Cause. The Company also shall reimburse the Executive’s reasonable business expenses incurred prior to the date of termination pursuant to this Section 3.4. Payments under subparagraph (b) above shall be treated as amended (the “Code”a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), are subject to required tax and other withholdings, and shall become vested only be conditioned upon the Executive’s execution of a general release of claims that becomes irrevocable within 60 days of the Executive’s termination date. Any payments due to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 Executive under subparagraph (b) above shall be paid forfeited if the Executive fails to execute a general release of claims that becomes irrevocable within 60 days after the Executive’s termination date. If the foregoing release is executed and delivered and no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled longer subject to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) revocation within 60 days after the termination date, then the Associate has following shall apply: (i) To the extent any payments due to the Executive under subparagraph (b) above are not “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the first scheduled payment date immediately after the date the release is executed a release of claims against the Company and its affiliates no longer subject to revocation (the “ReleaseRelease Effective Date”), and the period during which . The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release may be revoked has expired without Effective Date under the Associate having revoked terms of this Agreement had such payments commenced immediately upon the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effectivetermination date, and any payments, which payments made thereafter shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would otherwise be payable during have expired had such sixty-day period prior payments commenced immediately following the termination date. (ii) To the extent any payments due to the date Executive under subparagraph (b) above are “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date 60th day following the date termination date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the Release becomes effectiveterms of this Agreement had such payments commenced immediately upon the termination date, without interest, or, if and any payments made thereafter shall continue as provided herein. The delayed payments shall in any event expire at the time such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year payments would have expired had such payments commenced immediately following the date the Release becomes effective, as described abovetermination date.

Termination Without Cause. The Company shall have employment of the right to terminate the Employment Term Employee may be terminated without Cause at any time. If the termination is effected time by the Company other than as described in Section 8, then, under such circumstances and subject vote of a majority of the Board on delivery to the Associate’s continued compliance with Employee of a written Notice of Termination (as defined in SECTION 13(A)). On the terms Date of Termination (as defined in SECTION 13(B)) pursuant to this AgreementSECTION 11(B), the Company shall pay to the 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 the sum of (i) the Associate’s all remaining unpaid Base Salary then payable under SECTION 4(A) for the full period through the Date of Termination, plus (ii) the maximum Bonus available to the Employee under SECTION 4(B) for the year in effect hereunder will continue which the termination occurs, pro-rated through the Date of Termination, plus (iii) Base Salary payable under SECTION 4(A) for a full one (1) year period commencing on the Date of Termination, such Base Salary to be payable paid to the Employee in accordance with the Company’s Companies’ normal payroll policy through practices over the Employment Termcourse of such additional one year period, plus (iiiv) the Associate shall maximum Bonus available to the Employee under SECTION 4(B) for the one (1) year period commencing on the Date of Termination, such Bonus to be paid within sixty (60) days after to the Employee in accordance with the Companies’ normal payroll practices over the course of such additional one year period. In addition, on termination the pro rata portion of the Bonus earnedEmployee under this SECTION 11(B), if anyall of the Employee's unvested Options and other options, through warrants and rights relating to capital stock of the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company Companies shall immediately vest in full without regard and become exercisable. The term of any such options (including the Options), warrants and rights shall be extended to the achievement fifth anniversary of the Employee's termination. The Employee acknowledges that extending the term of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the incentive stock option agreements between the Parent Company and the Associate with respect pursuant to this SECTION 11(B), or SECTION 11(C), 11(D) OR 12(A), could cause such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted option to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performancelose its tax-based compensation within the meaning of Section 162(m) of qualified status under the Internal Revenue Code of 1986, as amended (the “"Code”"), and agrees that the Companies shall become vested only have no obligation to compensate the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 Employee for any additional taxes he incurs as a result. In addition, Employee shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any benefits under Section 5 hereof which he had the benefit of as of the payments or benefits described in Section 9 unless, not later than sixty (60) days after Date of Termination for such additional one year period upon the termination date, the Associate has executed a release of claims against the Company same terms and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None conditions as they existed as of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveDate of Termination.

Termination Without Cause. The Company shall have the right right, upon ninety (90) days’ prior written notice given to the Executive, to terminate the Employment Term without Executive’s employment for any reason whatsoever (except for Cause at any time(as defined below) which is covered by Section 3(d)). If In the termination is effected by event of such termination, the Company other than as described in Section 8shall have no further obligations hereunder, then, under such circumstances and subject except that the Executive shall be entitled to the Associate’s continued compliance with the terms of this Agreement, (i) receive any accrued but unpaid salary and other amounts to which the AssociateExecutive 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 paid 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(b) hereof; (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 (provided, that such payment shall not be made prior to the sixtieth (60th) day following the Executive’s Base Salary then in effect hereunder will continue to be payable date of termination); (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 Company’s regular payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion 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 earnedPlan during the past two (2) completed fiscal years paid in accordance with Section 6(j)(i) hereof (provided, if any, through 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 5(b) hereof for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof (iii) all outstanding and unvested stock options previously granted provided, that such payment shall not be made prior to the Associate 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 Parent 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 immediately vest in full without regard provide to the achievement of any applicable performance conditionsExecutive, unless otherwise prohibited by subject to Section 6(j), cash payments, to be paid in accordance with Section 6(j)(i), equal to the Option Plan Pension Replacement Payment (or successor planas defined in Section 6(a)) or the stock option agreements between the Parent Company and the Associate with respect to the Without Cause Continuation Period (provided, that such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted payment shall not be made prior to the Associate by sixtieth (60th) day following the Parent Company shall immediately vest in full without regard to Executive’s date of termination). Notwithstanding the achievement of above, any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”amounts payable under this Section 6(c) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(mseparation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any December 31 of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date year in which the Release becomes effectiveExecutive’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 described aboveotherwise 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 required to mitigate his damages hereunder.

Termination Without Cause. The At any time the Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected Executive's employment hereunder by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (i) pay to Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice, and (ii) pay to constitute performance-based compensation the Executive in a lump sum, in cash within 30 days after the meaning date of Section 162(memployment termination, an amount equal to the product of (x) the sum of the Internal Revenue Code Executive’s then Base Salary plus the amount of 1986the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, as amended multiplied times (y) one. The Company shall be deemed to have terminated the “Code”Executive's employment pursuant to this Section 4.4 if such employment is terminated (i) by the Company without Cause, or (ii) by the Executive voluntarily for "Good Reason." For purposes of this Agreement, "Good Reason" means (a) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), shall become vested only authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) any failure by the Company to the extent provided pursuant to the terms comply with any of the applicable restricted stock agreement and the provisions of Section 2, Section 3, Section 7 or Section 17 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (c) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; (d) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement; or (e) any termination by the Executive for any reason during the three-month period following the effective date of any "Change in Control". For purposes of this Section 9 shall not apply to 4.4, any shares good faith determination of restricted stock that are intended to constitute performance-based compensation. Bonus payments to "Good Reason" made by the Associate in accordance with this Section 9 Executive shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveconclusive.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause Purchaser may terminate, at its sole option, any time. If the termination is effected by rights the Company other than may have hereunder, without cause, as described provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Company by registered mail as provided in Section 812.05. In the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, then, under such circumstances and subject the Purchaser shall be required to pay to the Associate’s continued compliance with Company a Termination Fee in an amount equal to 2.0% of the terms outstanding principal balance of the terminated Mortgage Loans as of the date of such termination. MISCELLANEOUS PROVISIONS Successor to Company. Prior to termination of the Company's responsibilities and duties under this AgreementAgreement pursuant to Sections 9.04, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 90 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Associate’s Base Salary then Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in clauses (i) through (iii) of Section 9.02 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04, 3.05 and 3.07, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.07 shall be applicable to the Company notwithstanding any such sale, assignment, resignation or termination of the Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 3.01, except for subsections (f), (h), (i) and (k) thereof, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Company or termination of this Agreement pursuant to Section 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company's actions or failure to act prior to any such termination or resignation. The Company shall deliver promptly to the successor servicer the Funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder will continue and the Company shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to be payable more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described procedures set forth in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above12.05.

Termination Without Cause. (a) The respective obligations and responsibilities of the Company shall have terminate without cause: (i) upon the right later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Properties and the remittance of all funds due hereunder, or (ii) by mutual consent of the Company and the Owner in writing. (b) In connection with the sharing of Loan Information, the Purchase and Sale Agreement, Subservicing Agreement and Securitized Loan Primary Servicing Agreement allow Owner to terminate any or all of the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8Transaction Agreements, then, under such circumstances and subject including but not limited to the Associate’s continued compliance with the terms of this Agreement, if (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with Owner's judgment, the Company’s payroll policy through 's interpretation of the Employment Termpurported change in the Applicable Requirements is adverse to Owner, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, Owner disagrees and (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company Owner and the Associate Company are unable to resolve such disagreement or if the parties agree that a change in the Applicable Requirements restricts in any way the information the Company may share with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurredOwner. Notwithstanding the foregoing, the Associate shall not be entitled Owner may provide the Company a written notice of its intent to receive any terminate this Agreement as a result of the payments or benefits described in Section 9 unlessforegoing. Upon receipt of such notice, not later than sixty the Owner and the Company shall, within fifteen (6015) Business Days thereafter, each to retain an Arbitrator to determine the Fair Market Value for the Servicing Rights. The parties shall cause their Arbitrators to make the Fair Market Value determination within twenty (20) Business Days after being retained. Upon receipt of the Fair Market Value from the Arbitrators, the Owner may elect to terminate this Agreement upon at least ninety (90) days after the prior written notice and, upon such termination dateshall, the Associate has executed a release barring any other Event of claims against Default, pay the Company and its affiliates (the “Release”), and Fair Market Value for the period during which the Release may be revoked has expired without the Associate having revoked the Release. None Servicing Rights of the payments or benefits described in Section 9 shall be paid until Mortgage Loans owned by the Release has been signed and become effective, and any payments, which would otherwise be payable during Company as of such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovedate.

Termination Without Cause. The Company shall have (i) Subject to the right provisions of subparagraph 4(b)(ii) and subparagraph 4(b)(v), if, prior to terminate the Employment Term without Cause at any time. If expiration of the termination Term, Executive’s employment is effected terminated by the Company other without Cause, Executive shall generally be entitled to receive, as “Severance Benefits”, (A) for the remainder of the Term his then current Base Salary and continued coverage under health and insurance plans or, if any such plan does not permit continued coverage of Executive, the Company shall arrange to provide a benefit substantially similar to and no less favorable than as described in Section 8, then, the benefits he was entitled to under such circumstances plan, and subject (B) for the year in which such termination occurs, a pro-rated bonus for the portion of such year during which Executive was employed by the Company. Notwithstanding the foregoing, if Executive becomes employed by another employer during the time that Severance Benefits are payable to Executive pursuant to this paragraph 4(b), the Associate’s continued compliance amount of Severance Benefits to which Executive would be entitled in the absence of such other employment shall be reduced by the amount of any compensation and benefits received or accrued by Executive due to such other employment. Executive shall provide the Company with any evidence of compensation and benefit amounts received or accrued in connection with other employment which the terms Company shall reasonably request. Executive shall be under no obligation to look for, solicit or accept employment with another employer during the period he is entitled to receive Severance Benefits. (ii) If, following a termination of this employment, Executive breaches the provisions of paragraph 5 hereof or of Section 7.02 of the Merger Agreement, Executive shall not be eligible, as of the date of such breach, for the payment of Severance Benefits and all obligations and agreements of the Company to pay Severance Benefits shall thereupon cease. (iiii) The date of termination of employment by the Associate’s Company under this paragraph 4(b) shall be the date specified in a written notice of termination to Executive (which date shall be no earlier than the date of furnishing such notice) or, if no such date is specified therein, the date on which such notice is given to Executive. (iv) Severance Benefits representing Base Salary then in effect hereunder will continue to continuation shall be payable paid in accordance with the Company’s then current payroll policy through practice commencing on the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through next payroll date following the date of termination, the termination of Executive’s employment under subparagraph 4(b). (iiiv) all outstanding and unvested stock options previously granted to In the Associate event that the Severance Benefits would not be deductible in whole or in part in the calculation of Federal income tax owed by the Parent Company shall immediately vest in full without regard to the achievement or any of its affiliates or any applicable performance conditions, unless otherwise prohibited other person or entity making such payment or providing such benefit by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning reason of Section 162(m) 280G of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), the Severance Benefits shall become vested be reduced by only to the extent provided pursuant to the terms amount necessary such that no portion of the applicable restricted stock agreement and the provisions Severance Benefits is not deductible by reason of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any 280G of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCode.

Termination Without Cause. (1) The Company Corporation shall have the right to terminate the Employment Term Executive's employment without Cause at any timeas defined in Section 7(c) above. If In the event of a termination is effected by the Company Corporation without Cause, other than (A) following a Change in Control, as defined in Section 7(e) below, or (B) as described in Section 8Subsection (2) below, then, under such circumstances Executive's rights to compensation and subject to the Associate’s continued compliance with the terms of this Agreement, benefits shall be as follows: (i) Executive shall be paid his base salary at the Associate’s Base Salary then rate in effect hereunder will continue to be payable in accordance with on the Company’s payroll policy through date of termination of employment for a period of one and one-half years from the Employment Term, date of termination. (ii) the Associate Executive shall be paid within sixty (60) days after termination entitled to any unpaid amount previously fully accrued under the pro rata portion Annual Incentive Plan. In addition, Executive shall be entitled to an incentive payment, in lieu of an incentive payment under the Annual Incentive Plan for the plan year in which his employment terminates, in an amount equal to the payment otherwise determined under the Annual Incentive Plan, as if the Executive were employed by the Corporation to the end of the Bonus earnedyear of his termination, multiplied by a fraction the numerator of which is the number of weeks Executive was employed during such year, and the denominator of which is 52. In addition, in lieu of future payments under the Annual Incentive Plan, Executive shall be entitled to a payment that equals the average of the incentive payments received by Executive (or fully accrued by him) under the Annual Incentive Plan for the three full plan years immediately preceding his termination of employment. (iii) Executive's rights with respect to stock options, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by be determined under the Option Plan (or successor plan) or the and any applicable stock option agreements between the Parent Company and the Associate with respect to such stock options, and agreement. (iv) all outstanding and unvested shares of restricted stock (if any) previously granted Executive shall be entitled to a lump sum payment equal to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) estimated sum of the Internal Revenue Code premiums that Executive would have to pay to continue to cover Executive and his eligible dependents under the Corporation's group health plans, including medical and dental plans, in effect at the time of 1986termination for a period of 18 months following termination of employment. Termination on account of disability, as amended provided in Section 7 (the “Code”)a) above, shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the considered a termination without Cause occurred. Notwithstanding under this Section 7(d). (2) If Executive's employment is terminated by the foregoingCorporation without Cause, as defined in Subsection (e) above, prior to the occurrence of a Change in Control of the Corporation (as defined below), and if it can be shown that Executive's termination (i) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control of the Corporation thereafter, or (ii) otherwise occurred in connection with, or in anticipation of, the Associate shall not be entitled to receive any Change in Control of the payments or benefits Corporation, then Executive shall have the rights described in Section 9 unless7(e) below, not later than sixty (60) days after the termination date, the Associate has executed as if a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None Change in Control of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to Corporation had occurred on the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if immediately preceding such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovetermination.

Termination Without Cause. The Company shall have the right to Employer may terminate the Employment Term without Cause Executive's employment at any timetime without cause (defined in Section 12(a)). In such event: (a) This Agreement shall remain in effect for the remainder of the Term and shall terminate thereafter; (b) Employer shall continue to pay Executive the compensation set forth in Section 4 for the remainder of the Term at the times set forth in Section 4; (c) Employer shall continue to pay Executive the compensation set forth in Section 6, if any, at the times and for the duration set forth in Nittany Incentive Plan; (d) Employer shall reimburse Executive for the cost of "COBRA" health care continuation coverage for the remainder of the Term; (e) If a Change in Control (defined in Section 8(b)) shall occur prior to the termination end of the Term, Employer shall pay to Executive the payment to which Executive is effected by entitled pursuant to Section 8; (f) Employer shall continue to pay Executive any amounts due to him pursuant to Section 26 hereof, at the Company other than as times set forth in Section 26; (g) if applicable, during the Tail Period described in Section 814(b)(5) or Section 14(b)(6) below, thenEmployer shall make cash payments to Executive at a rate of Fifty-Two Thousand Dollars ($52,000) per year (pro-rated for partial years), under in approximately equal installments during such circumstances and Tail Period on the customary salary payment dates of Employer, subject to applicable income tax withholding and other deductions required by law; and (h) Executive shall not receive any other employee benefits, including the Associate’s continued compliance with the terms benefits described in Section 7 of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive participate in any other plan or plans providing benefits generally to employees of Employer which are presently in effect or which may hereafter be adopted by Employer, for the remainder of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveTerm.

Termination Without Cause. The At any time the Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected Executive's employment hereunder by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (i) pay to Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice, and (ii) pay to constitute performance-based compensation the Executive in a lump sum, in cash within 30 days after the meaning date of Section 162(memployment termination, an amount equal to the product of (x) the sum of the Internal Revenue Code Executive’s then Base Salary plus the amount of 1986the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, as amended multiplied times (y) one. The Company shall be deemed to have terminated the “Code”Executive's employment pursuant to this Section 4.4 if such employment is terminated (i) by the Company without Cause, or (ii) by the Executive voluntarily for "Good Reason." For purposes of this Agreement, "Good Reason" means (a) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), shall become vested only authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) any failure by the Company to the extent provided pursuant to the terms comply with any of the applicable restricted stock agreement and the provisions of Section 2, Section 3, Section 7 or Section 17 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (c) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; (d) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement; or (e) any termination by the Executive for any reason during the three-month period following the effective date of any "Change in Control". In addition to other rights the Executive has pursuant to this Section 9 shall not apply 4.4, if the Executive is terminated by the Company pursuant to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later 4.4, or if the Executive terminates his own employment for “Good Reason” pursuant to Section 4.4(e) with regard to “Change in Control”, if on the date of termination the Executive has worked for the Company less than two and one-half (2½) months following three years from the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingdate of this Agreement, the Associate Executive shall not be entitled to receive the shares of stock he would have received under Section 2.2 if he had been employed for a full three years from the date of this Agreement. For purposes of this Section 4.4, any good faith determination of "Good Reason" made by the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 Executive shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveconclusive.

Termination Without Cause. The Company shall have the right to may, with or without reason, terminate the Period of Employment Term and Executive’s employment hereunder without Cause at any time, by providing Executive written notice of such termination. If In the event of the termination is effected of the Period of Employment and Executive’s employment hereunder due to a termination by the Company without Cause (other than as described in Section 8due to Executive’s death or Permanent Disability), then, under such circumstances and subject then Executive shall be entitled to the Associate’s continued compliance with the terms of this Agreement, receive: (i) the Associate’s Base Salary then in effect hereunder will continue to be a lump sum cash payment, payable in accordance with the Company’s payroll policy through the Employment Term, within ten (ii10) the Associate shall be paid within sixty (60) business days after termination of Executive’s employment equal to the pro rata portion sum of (A) any accrued but unpaid Base Salary as of the Bonus earneddate of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off), (B) the Earned/Unpaid Annual Bonus, if any, through and (C) an amount equal to three and a half times the date then current Base Salary. (ii) any remaining unvested stock options or restricted stock shall thereupon automatically be deemed vested and remain exercisable for the duration of terminationthe term of such award, notwithstanding any other provision of this Agreement or applicable plans; and (iii) all outstanding and unvested stock options previously granted to continued participation in the Associate by Company’s group health insurance plans at the Parent Company shall immediately vest Company’s expense until the earlier of (A) the expiration of the two (2) years from the effective date of termination or (B) Executive’s eligibility for participation in full without regard to the achievement group health plan of any applicable performance conditions, unless otherwise prohibited by the Option Plan (a subsequent employer or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsentity for which Executive provides consulting services; provided, however, that any shares of restricted stock that are intended the amount otherwise payable to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided Executive pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 7(b)(i)(C) shall be reduced by the amount of any cash severance or termination benefits paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingto Executive under any other severance plan, the Associate shall not be entitled to receive any severance program or severance arrangement of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (but not reduced by any other payment to Executive whatsoever, including (without limitation) any payment by the “Release”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 or other benefits under this Agreement. As a condition precedent to any Company obligation to the Executive pursuant to this Section 7(b), the Executive shall, upon or promptly following his 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 senior executives) and such release shall have not been revoked by the period during which Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Executive pursuant to Section 9 shall be paid 7(b) unless and until the Release has been signed release contemplated by this Section 7(b) becomes irrevocable by the Executive in accordance with all applicable laws, rules and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveregulations.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause Board, at any timetime and without Cause, may relieve the Executive of his duties under this Agreement immediately upon written notice to the Executive. If the termination Executive’s employment is effected terminated by the Company other than as described in Section 8Board without Cause, then, except if he is eligible for severance benefits under such circumstances and subject the Severance Benefit Agreement as a result of a termination of employment pursuant to Section 3.1 thereof, he shall: (a) continue to receive his salary through the Associate’s continued compliance with end of the Term at the salary rate in effect on the date of the written notice of termination (determined without regard to any deferral of compensation); (b) be paid a bonus for each period (or partial period) through the end of the Term (i) according to the terms of this Agreement, the Key Officers Incentive Plan (ior successor plan or additional incentive plan) and the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Termaward formula for corporate plan participants, (ii) based upon the Associate shall be paid within sixty payout percentages established for performance achieved during the applicable bonus period, and (60iii) days after termination using the pro rata portion of the Bonus earned, if any, through Executive’s Target Percentage in effect on the date of terminationthe written notice of termination (provided, however, that the payment under this Subsection shall be reduced by any bonus to be paid for the year of termination pursuant to Section 4.2); (iiic) become immediately vested in 100% of all outstanding and unvested stock options previously RSUs; (d) receive a payment, in the event Performance Stock Unit Awards granted to in 2013 or any prior years are still outstanding, representing the Associate by additional pro rata number of shares for the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements period between the Parent Company last partial vesting under Section 3.b of the PSU Terms and Conditions and the Associate date of the Executive’s termination (this Section 8.2(d) shall also apply in connection with a termination pursuant to Section 2.2(a)); (e) be deemed a continuing employee through the end of the Term with respect to such stock any vesting, option exercise, or performance period for any options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously or stock unit grants, or other equity-based compensation granted prior to the Associate date of the written notice of termination; provided, however, the Executive shall not be eligible for any additional options, stock or stock unit grants or other equity-based compensation grants after the date of the written notice of termination; and (f) receive medical plan coverage for himself, his spouse, and his eligible dependents through the end of the Term that is substantially the same as the coverage offered by the Parent Company shall immediately vest in full without regard to similarly situated active employees at the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect same cost as is charged to such restricted stock awardssimilarly situated active employees; provided, however, that any shares of restricted stock that are intended the Company may require the Executive to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986elect coverage pursuant to COBRA as a condition to continuing such coverage, as amended (the “Code”), shall become vested only if and to the extent the Executive is eligible for COBRA, and to the extent that the benefits would be taxable to the Executive, the Company would occur a tax under Code Section 4980D as a result of providing such coverage or the Company is unable under the terms of its health plan to continue such coverage, the Company shall in lieu of such coverage pay the Executive a taxable cash amount on a monthly basis that equals the amount necessary to purchase substantially equivalent coverage. Notwithstanding any other provision of this Agreement, the Executive shall receive payments and benefits under this Section (other than the accelerated vesting provided pursuant in subsection (c)) only if the Executive timely executes, returns to the Company, and does not revoke a release and covenant not to ▇▇▇ agreement, in a form reasonably acceptable to the Executive and the Company’s legal counsel. The Company shall provide such agreement to the Executive in sufficient time so that if the Executive executes and returns the agreement to the Company within the time period permitted by the Company, the revocation period will expire before the payments and benefits in this Section are required to commence. The taxable payments and taxable benefits in Section 8.2(a), (e), and (f) shall commence 6 months after the Executive’s termination of employment, at which date he shall receive in a lump sum all installments and benefits which accrued from the date of his termination of employment. The payments in Section 8.2(b) shall be paid when bonuses are required to be paid under the terms of the applicable restricted stock agreement Key Officers Incentive Plan (or successor plan or additional plan) but not before 6 months after the Executive’s termination of employment if and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this extent required to avoid a tax under Code Section 9 409A. Any payments arising as a result of Section 8.2(e) shall be paid no later than two and one-half (2½) months following made when required pursuant to the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any requirements of the payments applicable option, stock or benefits described in Section 9 unless, stock unit agreement but not later than sixty (60) days before 6 months after the Executive’s termination date, the Associate has executed a release of claims against the Company employment if and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid extent required to avoid a tax under Code Section 409A. Any employer subsidy associated with medical plan coverage pursuant to Section 8.2(f) that is not taxable to the Associate on the first payroll date Executive shall commence within 60 days following termination of employment and shall include any subsidy accrued from the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveof termination of employment.

Termination Without Cause. (a) The Company shall have the right to may terminate the Employment Term Executive’s employment under this Agreement without Cause at any timeby giving thirty (30) days written notice to the Executive. If the termination is effected by the Company other than as described in Section 8In such event, then, under such circumstances and subject to the AssociateExecutive’s continued compliance with the terms signing, without revocation, of this Agreement, (i) the Associate’s Base Salary then a separation agreement and release of all claims in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted a form acceptable to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the Executive shall have the right to receive an amount equal to his Base Salary for a period during of six (6) months (such amount, the “Separation Payment”), payable in accordance with the terms of the Release, in addition to all portions of the Executive’s Base Salary due as of the effective date of such termination of employment. (b) If the Executive properly elects continuation coverage under the Company’s group medical insurance plan pursuant to Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company will pay that portion of the premium which the Release may be revoked has expired without the Associate having revoked the Release. None Company paid on behalf of the payments or benefits described in Section 9 shall be paid until the Release has been signed Executive and become effective, and any payments, which would otherwise be payable during such sixty-day period his enrolled family members immediately prior to the termination of Executive’s employment through the earlier of (a) six (6) months from the Executive’s termination date; (b) the date Executive first becomes eligible for coverage under any group health plan maintained by another employer of Executive or his spouse, if any; or (c) the Release becomes effective, date such COBRA continuation coverage otherwise terminates as to Executive under the provisions of the Company’s group medical insurance plan (the “COBRA Period”); provided that such Company-subsidized COBRA continuation coverage does not violate federal non-discrimination laws or rules applicable to the Company’s group health plans in a manner that adversely affects the Company. Nothing herein shall be accumulated and paid deemed to extend the Associate on otherwise applicable maximum period in which COBRA continuation coverage is provided or supersede the first payroll date following plan provisions relating to early termination of such COBRA continuation coverage. The Executive agrees that he is responsible to pay that portion of the date premium for such coverage as the Release becomes effective, without interest, or, if Executive would be required to pay had he remained an active employee of the Company during such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCOBRA Period.

Termination Without Cause. The Company shall have the right to Corporation may also terminate the Employment Term Executive’s employment, without Cause at any time. cause, by paying him the following: (a) If the termination Executive’s employment is effected terminated by the Company other than as described Corporation on or before the date that is the twelve (12)-month anniversary of the date of this Agreement, an amount equivalent of months worked of: (i) the Executive’s annual Base Salary; (ii) the annualized Annual Bonus received or to receive by the Executive for 2007; and (iii) the cost of the benefits which were in Section 8force at the time of termination of the Executive’s employment, thencalculated on a yearly basis, under such circumstances including the car allowance but excluding the related operating costs. However, Stock Options are expressly excluded from this provision and subject to the Associate’s continued compliance Executive shall be treated, in this regard, in accordance with the terms of the Plan. (b) If the Executive’s employment is terminated by the Corporation after the date that is the twelve (12)-month anniversary of the date of this Agreement, : (i) an amount equivalent to twelve (12) months of the AssociateExecutive’s annual Base Salary then Salary; (ii) An amount equivalent to the Annual Bonus received by the Executive for the last completed fiscal year prior to the termination date calculated on a yearly basis; and (iii) An amount equivalent to twelve (12) months of the cost of the benefits which were in effect hereunder will continue to force at the time of termination of the Executive’s employment, calculated on a yearly basis, including the car allowance but excluding the related operating costs. However, Stock Options are expressly excluded from this provision and the Executive shall be payable treated, in this regard, in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion terms of the Bonus earnedPlan. (c) The Executive acknowledges that the said payments are fair and sufficient and, if anyin consideration of the Corporation giving him such payments in the event of the termination of his employment without cause, through the date Executive shall grant the Corporation and its directors, officers, employees, shareholders, representatives and agents, and the directors, officers, employees, shareholders, representatives and agents of any affiliate of the Corporation, a full and final release and discharge from any and all claims, past, present or future, that he has or may have, arising directly or indirectly from the termination of his employment, whether for prior notice of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest severance pay, damages in full without regard to the achievement of lieu thereof or for any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveother reason.

Termination Without Cause. The Company shall have has the right to terminate the Employment Term employment of the Executive without Cause Cause, upon at any time. If the least thirty days’ prior written notice, if such termination is effected approved by a 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 9(b), the Company other than as described in Section 8, then, under such circumstances and subject to shall provide the Associate’s continued compliance Executive with the terms of following “Termination Benefits,” and the Company shall have no further obligations to pay compensation or benefits under this Amended Agreement, : (i) a lump sum cash payment, within thirty days following the AssociateDate 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 Base Salary then most recent annual bonus or Executive’s target bonus for the year in effect hereunder will which the Date of Termination occurs (if no target bonus has been set for such year, the Executive’s target bonus for the prior 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 benefits to be payable the Executive (and/or the Executive’s family) at least equal to those which would have been provided to them in accordance with the Companyplans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earnedemployment had not been terminated or, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted more favorable to the Associate by the Parent Company shall immediately vest Executive, as in full without regard to the achievement of effect generally at any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate time thereafter with respect to such stock options, other senior executives of the Company (and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”their families) (or successor plan) or in addition, if the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Executive is eligible for “COBRA” continuation health coverage under Section 162(m) 4980B of the Internal Revenue Code of 1986, as amended (the “Code”or any successor provision), such coverage shall become vested only to commence upon the extent provided pursuant to the terms end of the applicable restricted stock agreement and coverage for the provisions of this Section 9 shall not apply to any shares of restricted stock severance period); provided, however, that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive if any of the payments welfare benefits provided during the period the Executive is considered a “specified employee” or “key employee” under Section 23 of this Agreement are not subject to an exemption under Section 409A of the Code, such benefits will be provided at the Executive’s cost subject to reimbursement during any such period; and provided further, however, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 herein shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable secondary to those provided under such other plan during such sixty-day applicable period prior to of eligibility; and (iv) the date the Release becomes effective, Executive shall be accumulated credited with three additional years of service and paid to age for purposes of eligibility for retiree health benefits under any retiree health plan maintained by the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCompany.

Termination Without Cause. The Company shall have In the right to terminate event that the Employment Term without Cause at any time. If the termination Employee's employment is effected terminated by the Company without Cause other than as described in Section 8, then, under such circumstances and subject to at the Associate’s continued compliance with end of the initial term or one of the one year renewal terms of this Agreement, the Company shall, subject to the terms of subsections 7.(e) and 7.(f) below, and only if and as long as Employee is not in breach of his obligations under this Agreement, pay compensation to Employee in the manner set forth below. Employee may not be terminated without Cause unless such termination has been approved in writing by BrightStar. If the Employee is terminated without Cause during the initial three-year term of this Agreement, then the Company shall continue to pay to Employee his current base salary provided for under this Agreement, plus any other earned and unpaid compensation and accrued vacation time prior to termination, plus a per annum amount of additional compensation based on prior earned bonuses and/or commissions, if any, equal to the amount of earned bonuses or commissions of Employee during the twelve complete calendar months immediately preceding the date of termination ("Severance Payments"), in periodic payments in accordance with its customary payroll practices for the period ending the later of (i) the Associate’s Base Salary end of the initial three-year term of the Agreement or (ii) twelve months after termination of employment. If the Employee is terminated without Cause during any one-year extension of the initial term of the Agreement, then in effect hereunder will the Company shall continue to be payable pay to Employee Severance Payments in accordance with the Company’s its customary payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days practices for a period of twelve months after termination of such employment. If the pro rata portion of Employee is terminated by the Bonus earnedCompany without Cause, if any, through the Company shall also continue to provide benefits in the kind and amounts provided to its employees generally for up to twelve months following the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement including continuation of any applicable performance conditionsCompany-paid benefits provided pursuant hereto, unless otherwise prohibited by for the Option Plan (or successor plan) or the stock option agreements between the Parent Company Employee and the Associate with respect Employee's spouse and minor children, provided such benefits will be subject to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only immediate termination to the extent provided pursuant Employee receives benefits under another similar benefit plan. If the Company fails to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive make any of the payments or benefits described in required under this Section 9 unless7.(c) when reasonably due, not later than sixty (60) days after the termination date, the Associate has executed a release of claims then any restrictions imposed by Section 8 hereof against Employee competing with the Company and its affiliates (shall immediately lapse, but this shall not release the “Release”), and Company's obligation for Severance Payments. Employee agrees that the period during which the Release may above payments shall be revoked has expired without the Associate having revoked the Release. None a full settlement of the payments or benefits described Company's obligations to Employee hereunder in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, event of a termination without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCause.

Termination Without Cause. The At any time Company shall have the right to terminate the Employment Term this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause at pursuant to this Section 4.4, Company shall pay Employee any time. If unpaid amounts of his Total Salary accrued prior to the date of termination is effected by the Company other than as and shall reimburse Employee for all expenses described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms 3.1 of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue Agreement and incurred prior to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(mif Company provided Employee with less than ninety (90) days prior written notice of the Internal Revenue Code date of 1986such termination without Cause, as amended then in addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the “CodeWithout Cause Notice Period”), shall become vested only subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the extent provided pursuant to the terms Term, however, whether before or after any notice of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingCause, the Associate then Employee shall not be entitled to receive any notice of the payments or benefits described effective date of termination twelve (12) months prior to such date (“Change in Section 9 unlessControl Notice Period”) instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, not later than sixty (60) days after then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination dateof Employee’s employment, the Associate has executed a release of claims against the Company and its affiliates (the “Release”)provided, and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 however, that no Severance Payments shall be paid until Employee has signed a form of release agreement satisfactory to Company, returned it to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the Release right to any payment under this Section 4.4 unless such release, which will be provided by Company promptly after Employee’s termination, is signed and not subsequently revoked within ninety (90) days after it has been signed provided to Employee. Employee shall also receive the Additional Benefits for the entire Without Cause Notice Period or the Change in Control Notice Period, as the case may be (the “Severance Benefits”) Upon making the Severance Payments and become effectiveproviding the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability hereunder other than any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section 3.2 and any paymentsunder the terms thereof. For purposes of this Agreement, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, a Change in Control of Company shall be accumulated and paid deemed to have occurred if (i) any person, entity or group becomes the Associate on beneficial owner, directly or indirectly, of 50.1% or more of the first payroll date following the date the Release becomes effectivevoting securities of Company or Parent; or (ii) as a result of, without interestor in connection with, orany tender offer, if such sixty-day period begins in one calendar year and ends in exchange offer, merger, business combination, sale of assets or contested election of directors (a second calendar year“Transaction”), the first payroll date during persons who were directors of Company or Parent immediately before the second calendar year following Transaction no longer constitute a majority of the date the Release becomes effectivedirectors of Company or Parent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, as described abovea result of the merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially all of its assets to another company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject Subject to the Associate’s continued compliance with provisions of Section 9, this Agreement shall terminate automatically upon the terms occurrence of this Agreementa Termination Without Cause, whereupon (i) the Associate’s Company shall: (1) continue to pay the Base Salary, as then in effect, to the Executive until the Expiration Date, in the same manner and at the same times as such Base Salary then would have otherwise been payable to the Executive had this Agreement not been terminated; (2) within 90 days of the occurrence of such Termination Without Cause, pay to the Executive an amount in effect hereunder will cash equal to two times the amount of Bonus paid to the Executive in respect of the fiscal year of the Company immediately preceding the year in which such Termination Without Cause occurs; and (3) continue to be payable in accordance with the Company’s payroll policy through the Employment Termprovide health, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earnedlife and, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate extent permissible under the applicable plans, disability insurance benefits to the Executive until the Expiration Date, which benefits shall not at any time be less favorable than those which the Executive would have received had he continued to be employed by the Parent Company shall immediately vest in full without regard at such time pursuant to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsthis Agreement; provided, however, that if the Executive should subsequently obtain employment from any source which provides such insurance benefits to Executive at no out-of-pocket cost to him, then the benefits to be provided to the Executive under this clause (3) shall be appropriately reduced for so long as such subsequent employment continues and the Executive continues to receive such benefits from such subsequent employer; and (ii) all stock options, shares of restricted stock that are intended and other awards granted under or otherwise subject to constitute performance-based compensation within the meaning of Section 162(m) of Company Stock Plan then held by the Internal Revenue Code of 1986Executive will fully, immediately and automatically vest and be exercisable as amended (the “Code”), shall become vested only and to the extent provided permitted by the Company Stock Plan, and all promote, participation and other similar contractual interests not subject to the Company Stock Plan then held by the Executive will fully, immediately and automatically vest (i.e., no longer be subject to forfeiture for any reason), notwithstanding any provisions to the contrary in the applicable governing agreements or other instruments pursuant to which such interests were granted to the terms Executive (it being the intent of the applicable restricted stock parties that any such contrary provisions are overridden and superceded hereby). In addition, if (i) an Extraordinary Event occurs within one year after the occurrence of such Termination Without Cause and (ii) a definitive agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments relating to the Associate specific merger, consolidation, asset sale or other similar transaction (or relating to another substantially similar transaction) which gave rise to such Extraordinary Event had been executed and delivered by all parties thereto and was in accordance with this Section 9 effect at the time such Termination Without Cause, then the Company shall be paid no later than two and one-half (2½) months following pay to the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingExecutive, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) within ten business days after the termination dateoccurrence of such Extraordinary Event, the Associate has executed a release of claims against the Company and its affiliates all amounts (the “Release”), and the period during without duplication) to which the Release may be revoked has expired without Executive would have been entitled pursuant to Section 4(b) assuming the Associate having revoked Executive had made the Release. None election to convert this Agreement to a consulting agreement pursuant to Section 4(c) immediately after the occurrence of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveExtraordinary Event.

Termination Without Cause. The During the Term, the Company shall have the right to may terminate the Employment Term without Cause Employee’s employment under this Agreement for any reason at any timetime upon three (3) months’ written notice to the Employee. If During the termination is effected by notice period, Employee will not be required to perform his duties, but shall continue to receive salary in the Company other amount and manner provided in Section 3(a) hereof. Other than as described in Section 8set forth above, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate Employee shall not be entitled to any other compensation or benefits from the Company during the notice period. All Options that are unvested at the time of such termination shall fully vest upon written notice of such termination. Except as provided in this Section 4(d), all other compensation and benefits shall cease as of the date written notice of termination is mailed or otherwise delivered to Employee. It is the intention of Employee and of the Company that no payments by the Company to or for the benefit of Employee under this Agreement or any other agreement or plan, if any, pursuant to which Employee is entitled to receive payments or benefits shall be nondeductible to the Company by reason of the operation of Section 280G of the Code relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G or any like statutory or regulatory provision, any such payments exceed the amount which can be deducted by the Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. The Company shall make all reasonable efforts to avoid rendering such payments or benefits nondeductible, including, without limitation, securing approval of the payments or benefits described from the appropriate stockholders of the Company as required by Section 280G of the Code; provided that the necessity of seeking the foregoing stockholder approval is subject to a determination by the Board of Directors of the Company, after consulting with its accountants and other advisors, that there will be no adverse affect on the Company. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of Employee, such excess payments shall be refunded to the Company with interest thereon at the applicable Federal rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Company by reason of the operation of said Section 9 unless280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Sections 280G or any like statutory or regulatory provision, not later than sixty Employee shall determine which method shall be followed; provided that if Employee fails to make such determination within forty-five (6045) days after the termination dateCompany has given notice of the need for such reduction, the Associate has executed a release Company may determine the method of claims against the Company and such reduction in its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovesole discretion.

Termination Without Cause. The Company may terminate ▇▇. ▇▇▇▇▇▇▇'▇ employment Without Cause (as defined below) by giving him ninety days' prior written notice thereof, in which event — 8.1.1. The Company shall have to pay him in a lump sum his salary at the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary rate then in effect hereunder will continue to be payable in accordance with for the Company’s payroll policy through period from the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the effective date of terminationtermination through December 31, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in 2013 or for a period of twelve full without regard to the achievement of any applicable performance conditionscalendar months, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan whichever amount is greater (the “Incentive Plan”"Severance Amount;") (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant and 8.1.2. Subject to the terms and conditions set forth in Exhibit B, the Company shall pay ▇▇. ▇▇▇▇▇▇▇ the Annual Incentive Compensation (as set forth in Section 4 of Exhibit B) that he would have earned had he remained an employee of the applicable restricted stock agreement and Company through the provisions end of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which his employment terminated and on the termination without Cause occurredassumption that he satisfactorily completed all of his personal goals for such year. Notwithstanding the foregoingIn addition, the Associate shall not be entitled to receive notwithstanding any of the payments or benefits described in Section 9 unlessprovisions of Exhibit B to the contrary, not later than sixty (60) days after the termination date, the Associate has executed a release any of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which such Annual Incentive Compensation that would otherwise be payable during such sixty-day in shares of common stock of the Company shall be paid in cash. 8.1.3. For the period with respect to which the Company is required to pay the Severance Amount, the Company shall continue to cover ▇▇. ▇▇▇▇▇▇▇ under the medical and dental plans sponsored by the Company for its employees with the same coverage he had immediately prior to the termination of his employment, provided that ▇▇. ▇▇▇▇▇▇▇ remits to the Company on a timely basis an amount equal to the applicable monthly COBRA premium (less the COBRA administrative surcharge) for such continued coverage; and the Company shall reimburse ▇▇. ▇▇▇▇▇▇▇ for any medical premium expenses incurred by him hereunder within thirty days after the date of his payment thereof. To the Release becomes effectiveextent that any medical or dental expense or in-kind benefits provided for under this Section 8.1.3 are taxable to ▇▇. ▇▇▇▇▇▇▇ in a given year, any such expense shall be accumulated reimbursed to ▇▇. ▇▇▇▇▇▇▇ by the Company within thirty days of such expense being incurred by him, and paid any expenses reimbursed or in-kind benefits provided hereunder shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other year. 8.1.4. The Company shall permit ▇▇. ▇▇▇▇▇▇▇ to purchase any insurance maintained by the Associate Company for its own benefit on his life at its then cash surrender value. Except for the first payroll date following severance benefits relating to a change of control of the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends Company that are set forth in a second calendar yearseparate agreement with ▇▇. ▇▇▇▇▇▇▇ of even date herewith, the first payroll date during foregoing severance benefits are the second calendar year following only benefits and payments to which ▇▇. ▇▇▇▇▇▇▇ is entitled that arise out of the date the Release becomes effective, as described abovetermination of his employment Without Cause.

Termination Without Cause. The Company shall have may terminate this Agreement at any time without Cause, by giving Executive written notice specifying the right to terminate effective date of such termination. In the Employment Term event of a termination without Cause at any time. If the termination is effected by and provided that Executive and the Company other than execute (and, if applicable, thereafter not revoke) a written release in connection with such termination substantially in the form attached hereto as described in Section 8Annex I (the “Mutual Release”), then, under such circumstances and subject Executive shall be entitled to the Associate’s continued compliance with the terms of this Agreement, receive (i) the AssociateExecutive’s then-current Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Termeffective date of such termination, (ii) if entitled to receive a bonus as may be determined by the Associate Compensation Committee or Board of the Company, a pro-rated bonus for the portion of the Company’s fiscal year through the effective date of such termination, which prorated bonus shall, if applicable, be based on applying the level of achievement of the performance targets (with respect to both Executive and the Companies) to Executive’s target bonus for the year of such termination payable in a lump sum at the same time as bonuses are paid to the Company’s senior executives generally (the “Pro-Rated Bonus”), and (iii) twenty-four (24) months of Executive’s then current Base Salary payable in a lump sum. For the purposes of this section, any written notice of nonrenewal given by the Company pursuant to Section 3(a) of this Agreement shall be deemed termination without Cause. Any payment to Executive made pursuant hereto shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid Executive no later than the date that is two and one-a half (2½) months following the calendar year in which the such termination without Cause occurredoccurs. Notwithstanding In addition, provided that the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Mutual Release has been signed and become effectiveexecuted, and all unvested shares or portions of any paymentsequity grant not yet vested (including RSUs, which would otherwise be payable during such sixtySARs, stock options or any other form of equity or long-day period prior term incentive) made by the Company to Executive concurrent with or subsequent to the date execution of the Release becomes effective, Original Agreement under any equity compensation plan of the Company (“Unvested Equity Grants”) shall be accumulated and paid automatically become fully vested upon termination pursuant to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovethis Section 3(c).

Termination Without Cause. (a) The Company shall have Board of Directors or the right to CEO may terminate the Employment Term without Cause Employee's employment at any time, without cause. If However, in the event of a termination is effected by during, at the end of or after the Term of Employment, other than a Termination for Cause, as hereinafter defined, the Company other than as described will pay in Section 8, then, under such circumstances and subject to equal monthly installments the Associate’s continued compliance with the terms of this Agreement, following severance: (i) if such termination occurs during the Associate’s first 12 months hereof, the Base Salary then in effect hereunder will continue Rate for the balance of the term of this Employment Agreement; (ii) if such termination occurs after the first 12 months hereof, but prior to the end of the Term of Employment, 200% of the Base Rate. Such payments shall be payable made in accordance with the Company’s 's normal payroll policy through practices, subject to applicable federal and state income and social security tax withholding requirements. (b) Employee understands and agrees that this Agreement will not be renewed at the end of the Term of Employment. In the event the Company does not offer employment to Employee at the end of the Term of Employment Termor thereafter upon the same or better terms and conditions as set forth herein, such event shall be deemed a termination other than a Termination for Cause and Employee shall be paid in a lump sum within 10 days of such termination severance equal to the Base Rate. (c) Notwithstanding anything herein to the contrary, Employee may terminate this Employment Agreement at any time after the first 12 months hereof and receive the following severance: (i) if such termination occurs during the second 12 months hereof, 200% of the Base Rate payable in equal monthly installments; (ii) if such termination occurs during the Associate shall be paid within sixty (60) days after termination the pro rata portion third 12 months hereof, 100% of the Bonus earned, if any, through the date of termination, Base Rate payable in equal monthly installments; or (iii) all outstanding and unvested stock options previously granted to if such termination occurs at any time after the Associate by first 36 months hereof, 100% of the Parent Company shall immediately vest Base Rate payable in full without regard to the achievement equal monthly installments. (d) The provisions of any applicable performance conditions, unless otherwise prohibited by the Option Plan sub-paragraph (or successor planb) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to c)(iii), above, shall survive the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) end of the Internal Revenue Code Term of 1986, as amended Employment. (e) In the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive event any of the monthly payments or benefits described in Section 9 unlessdue hereunder shall become more than three (3) months past due, not later than sixty (60) days after Employee shall have the termination date, option to accelerate the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the remaining payments or benefits described in Section 9 due hereunder so that they shall be paid until the Release has been signed due and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovefull.

Termination Without Cause. The Company shall have the right to may terminate the Employment Term employment of Executive at any time without notice and without Cause at any time. If the termination is effected by the Company other than (as described defined in Section 83.2). In such event, thenExecutive shall, under such circumstances and subject at the Company’s sole discretion, be entitled to the Associate’s continued compliance with the terms lesser of this Agreement, (i) the Associatetotal amount of the Executive’s Base Salary then base salary that remains unpaid under this Agreement, which shall be paid monthly or (ii) monthly salary payments for twelve (12) months, based on Executive’s monthly rate of base salary at the date of such termination, provided, however in effect hereunder lieu of the aforementioned monthly payments, the Company may in its sole discretion pay such payments in a lump-sum. Payment by the Company of the foregoing severance amounts shall be contingent upon Executive executing and delivering to the Company a release agreement substantially in the form and substance set forth in Exhibit A hereto and such release becoming effective, and only so long as Executive does not revoke or breach the provisions of the General Release or Sections 4 and 5 herein (provided, that Executive’s breach of such Sections or termination of severance payments shall not relieve Executive of his obligations thereunder). Executive shall also be entitled to: (i) payment for accrued and unused vacation; (ii) the immediate vesting of any non-vested equity-related instruments granted pursuant to Section 2.6 of this Agreement; and (iii) any bonuses which have accrued prior to the date of Executive’s termination. Furthermore, shares of any of the Executive’s stock subject to any lockups will continue be immediately released from such restrictions and registered by the Company within 30 days of Executive’s termination. All of Executive’s rights to salary, paid time off, employee benefits, and other compensation which would have accrued or become payable after the termination of Executive’s employment shall cease upon Executive’s termination, other than those expressly required under applicable law (such as COBRA). Accrued benefits, if any, will be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion applicable benefit plan provisions of the Bonus earnedCompany. Upon the termination of Executive’s employment with the Company for any reason, if any, through the date Executive shall within one calendar week of termination, (iii) all outstanding and unvested stock options previously granted such termination return to the Associate Company all electronic equipment, media, and supplies provided by the Parent Company shall immediately vest in full without regard to the achievement Executive. Furthermore, within one calendar week of any applicable performance conditionsExecutive’s termination of employment with the Company, unless otherwise prohibited Executive shall also return to the Company, all Company files used by the Option Plan (or successor plan) or the stock option agreements between the Parent Company Executive and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to retain any shares copies of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovefiles.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause may remove Executive, at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject time prior to the Associate’s continued compliance with the terms end of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, without cause from the position in which Executive is employed hereunder (ii) in which case the Associate Employment Term shall be paid within deemed to have ended) upon not less than sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted days' prior written notice to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that in the event that such notice is given, Executive shall be under no obligation to render any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only additional services to the extent provided pursuant Company and, subject to the terms of the applicable restricted stock agreement and the provisions of Section 3 hereof, shall be allowed to seek other employment. Upon any such removal, Executive shall be entitled to receive as liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then-current severance pay plan for employees. No other payments or benefits shall be due under this Section 9 Agreement to Executive, except that Executive shall not apply be entitled to any shares of restricted stock that are intended to constitute performancereceive payments or benefits under the then-based compensation. Bonus payments to the Associate existing Benefit Coverages in which Executive is participating in accordance with the respective terms of such Benefit Coverages. Notwithstanding any provision in this Section 9 shall be paid no later than two and Agreement or the TCPD Stock Option Agreement to the contrary, if Executive is terminated by the Company without cause after the first twelve (12) months, an amount equal to the lesser of one-half (2½1/2) of the remaining options to be vested under the then-remaining Employment Term or twelve (12) additional months following of vesting shall be vested and exercisable in accordance with the calendar year in which the termination without Cause occurredTCPD Stock Option Agreements. Notwithstanding the foregoing, upon such removal, without cause under Section 5.4., in the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed event that Executive executes a written release of any and all claims against the Company and its affiliates all related parties with respect to all matters arising out of Executive's employment by the Company (other than Executive's entitlement under any stock options, employee benefit plan or program sponsored by the “Release”Company in which Executive participated and under which Executive has accrued a benefit), and the period during termination thereof, Executive shall be entitled to receive, in lieu of the payment described in subsection 5.4. hereof, which Executive agrees to waive, (i) in equal monthly installments, as liquidated damages for the failure of the Company to continue to employ Executive, an amount equal to the amount of Executive's Base Salary and annual bonus, if any, for the lesser of the Remaining Employment Term or twelve (12) months, provided that Executive remains in compliance with the provisions of Sections 2 and 3 hereof; (ii) continuation of those Benefit Coverages as in effect at the time of such termination or removal, or to receive cash in lieu of such benefits or premiums, as applicable, where such Benefit Coverages may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Release may be revoked has expired without Benefit Coverage is provided) under applicable law or regulation, for the Associate having revoked the Release. None lesser of the payments Remaining Employment Term or twelve (12) months; (iii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; and (iv) any other benefits described in Section 9 shall be paid until accordance with applicable plans and programs of the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCompany.

Termination Without Cause. The Company If the Limited Partner is subject to a Termination without Cause, subject to any additional forfeiture or reallocation of the Incentive P Units as set forth herein (including pursuant to Section 3(b)(ii)): (A) any then-vested Incentive P Units shall have be conditionally retained; and (B) a portion of the right then-unvested Incentive P Units shall become eligible to terminate vest on the Employment Term date of the Termination without Cause at any time. If based on the termination is effected by number of years from the Company other than as described in Section 8Incentive Grant Date, then, under with such circumstances and subject portion to equal the Associate’s continued compliance with the terms lesser of this Agreement, (i) 100% of the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, then-unvested Incentive P Units and (ii) the Associate shall percentage of total Incentive P Units set forth in the table below, with any unvested Incentive P Units that do not become eligible to vest on such date to be paid within sixty forfeited on such date; provided that (60x) days if the Termination without Cause occurs on or after termination the pro rata portion third anniversary of the Bonus earnedIncentive Grant Date, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted Incentive P Units that become eligible to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 3(a)(iv)(2)(B) will be conditionally retained subject to attainment of the Class P Performance Threshold until the earlier of (a) the first anniversary of the date of the Termination without Cause and (b) the sixth anniversary of the Incentive Grant Date (and any such unvested Incentive P Units that have not attained the Class P Performance Threshold on or prior to such earlier date shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination forfeited on such date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and (y) if the period during which the Release may be revoked has expired Termination without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period Cause occurs prior to the date third anniversary of the Release becomes effectiveIncentive Grant Date, all unvested Incentive P Units that become eligible to vest in accordance with this Section 3(a)(iv)(2)(B) will be conditionally retained subject to attainment of the Class P Performance Threshold until the fourth anniversary of the Incentive Grant Date; provided that in no event shall the Class P Performance Threshold be measured prior to the third anniversary of the Incentive Grant Date (and any such unvested Incentive P Units that have not attained the Class P Performance Threshold on or prior to the fourth anniversary of the Incentive Grant Date shall be accumulated and paid forfeited on such date): prior to the Associate 3rd 50.00 % on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.or after 3rd but prior to 4th 66.67 % on or after 4th but prior to 5th 83.33 % on or after 5th but prior to 6th 100.00 % on or after 6th 100.00 %

Termination Without Cause. (a) The Company shall have may remove Executive, at any time, without cause from the right to terminate position in which Executive is employed hereunder (in which case the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60deemed to have ended) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted upon prior written notice to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any shares of restricted stock that are intended additional services to constitute performance-based compensation within the meaning Company and, subject to the provisions of Section 162(m3 hereof, shall be allowed to seek other employment. For purposes hereof, if the Company requires the Executive to be based at a location in excess of fifty (50) miles from the location of the Internal Revenue Code of 1986Executive's principal job location or office immediately prior to the Effective Date, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations immediately prior to the Effective Date, and the Executive refuses such assignment and resigns his position, such resignation shall be treated as a removal without cause by the Company. Upon any such removal, Executive shall be entitled to receive, as amended liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then current severance pay plan for employees. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to (the “Code”)i) any amounts earned, shall become vested only to the extent provided pursuant to accrued or owing but not yet paid under Section 1 above, and (ii) any other benefits in accordance with the terms of any applicable plans and programs of the applicable restricted stock agreement and Company. Notwithstanding anything in this Agreement to the contrary, on or after the date Executive attains age 65, he shall not be eligible for any severance benefits provided under this Agreement. (b) Notwithstanding the provisions of this Section 9 shall 5.4(a) (other than the last sentence), in the event that Executive executes and does not apply to revoke a written release upon such removal, substantially in the form attached hereto as Annex 1, (the "Release"), of any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of all claims against the Company and its affiliates all related parties with respect to all matters arising out of Executive's employment by the Company (other than any entitlements under the “Release”terms of this Agreement or under any other plans or programs of the Company in which Executive participated and under which Executive has accrued a benefit), and or the period during which the Release may termination thereof, Executive shall be revoked has expired without the Associate having revoked the Release. None entitled to receive, in lieu of the payments or benefits payment described in Section 9 5.4(a), which Executive agrees to waive; (i) as liquidated damages for the failure of the Company to continue to employ Executive, a single cash payment, within 30 days after the effective date of the removal, equal to Executive's Base Compensation, as defined in Section 5.6 below; (ii) for a period equal to two years following the end of the Employment Term, Executive and Executive's spouse and dependents shall be paid until eligible for a continuation of those Benefit Coverages, as in effect at the Release has been signed and become effectivetime of such termination or removal, and as the same may be changed from time to time, as if Executive had been continued in employment during said period or to receive cash (including a tax equivalency payment for Federal, state and local income and employment taxes assuming Executive is in the maximum tax bracket for all such purposes) in lieu of such benefits or premiums, as applicable, where such Benefit Coverages may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Benefit Coverage is provided) under applicable law or regulations; (iii) any paymentsother amounts earned, which would otherwise be payable during such sixtyaccrued or owing but not yet paid under Section 1 above; (iv) any other benefits in accordance with the terms of any applicable plans and programs of the Company; (v) as additional consideration for the confidentiality, non- competition and non-day period solicitation covenants contained in Section 2 and 3, a single cash payment, within 30 days after the effective date of the removal or non-renewal, equal to Executive's Base Compensation; and (vi) the Option, to the extent not already vested prior to the date the Release becomes effectiveremoval, shall be accumulated fully vested and paid to the Associate on Option shall be immediately exercisable within 12 months after the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveremoval.

Termination Without Cause. The Company shall have If, prior to the right date on which the Vesting Time occurs, the Grantee’s Employment is terminated by the Employer without Cause (other than due to terminate death or Disability, but including the Employer’s election to not renew the then current term of the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8Agreement), then, under such circumstances and then subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment TermTransaction Fee becoming due and payable, (ii) the Associate Grantee having signed and agreed to be bound by a Release in connection with the termination of Employment (save that any such Release shall be paid within sixty (60) days after termination not limit, release or waive the pro rata portion Grantee’s right to indemnification as provided for by the Employment Agreement or otherwise by law or contract and shall not impose additional restrictive covenants of the Bonus earnedtype provided for in the Employment Agreement)(such Release, if anythe “Termination Release”) within the time period referenced in Section 4(c)(ii) below, through and Grantee having signed and agreed to be bound by the date of terminationTransaction Release within the time period referenced in Section 4(c)(iii) below, and (iii) the Grantee’s compliance with any and all outstanding confidentiality, non-competition, non-solicitation, non-disparagement, and unvested stock options previously granted assignment of inventions provisions by which the Grantee may be bound howsoever arising, including, but not limited to, those set forth in Sections 12, 13, and 14 of the Employment Agreement until immediately prior to the Associate by Vesting Time, the Parent Company shall immediately vest restrictions described in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate Section 3 above will lapse with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) 100% of the Internal Revenue Code Restricted Shares at the Vesting Time. For the avoidance of 1986doubt, as amended if the requirements set forth in clauses (i) – (iii) above have not been met, then the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits restrictions described in Section 9 unless, 3 above will not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, lapse as described provided for above.

Termination Without Cause. The At any time Company shall have the right to terminate the Employment Term this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause at pursuant to this Section 4.4, Company shall (a) pay Employee any time. If unpaid amounts of her Total Salary accrued prior to the date of termination is effected by the Company other than as and (b) reimburse Employee for all expenses described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms 3.1 of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue Agreement and incurred prior to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(mif Company provided Employee with less than ninety (90) days prior written notice of the Internal Revenue Code date of 1986such termination without Cause, as amended then in addition to her Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to her Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the “CodeWithout Cause Notice Period”), subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the Term, however, whether before or after any notice of termination without Cause, then Employee shall become vested be entitled to receive notice of the effective date of termination twelve (12) months prior to such date (“Change in Control Notice Period”) instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the extent difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Additional Benefits for the period of time during so long as Severance Payments are being made to Employee (the “Severance Benefits”). Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the terms thereof. For purposes of this Agreement, a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes the beneficial owner, directly or indirectly, of 50.1% or more of the applicable restricted stock agreement and the provisions voting securities of this Section 9 shall not apply to Company or Parent; or (ii) as a result of, or in connection with, any shares tender offer, exchange offer, merger, business combination, sale of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half assets or contested election of directors (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “ReleaseTransaction”), and the period during which persons who were directors of Company or Parent immediately before the Release may be revoked has expired without the Associate having revoked the Release. None Transaction no longer constitute a majority of the payments directors of Company or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effectiveParent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, as described abovea result of the merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially all of its assets to another company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. The Company Either Party shall have the right to terminate this Agreement without cause written notice to the Employment Term without Cause at any timeother Party. Effect of Termination. Upon termination, Vivli shall notify the Data Contributor that the Data and Protocols (if applicable) will be removed from the Data Repository. If, after ninety (90) days, the Data Contributor has not made arrangements to export and store Data and Protocols (if applicable) in another repository, the Data and Protocols shall be removed from the Data Repository and destroyed. If requested by Data Contributor in writing, Vivli shall provide written confirmation that Vivli has destroyed the Data and Protocols. Notwithstanding the termination is effected by the Company other than as described in Section 8of this Agreement for any reason, then, under such circumstances and subject to the Associateextent that Recipients have entered into Data Use Agreements related to the use of the terminating Data Contributor’s continued compliance Data and/or Protocols (if applicable) prior to the termination of this Agreement (whether in its entirety or for only a specific portion of the Data or specific Protocols), such Recipients shall be entitled to continue to use such Data and/or Protocols in accordance with the terms of the Data Use Agreement until the termination of such Data Use Agreement unless continued use of the Data and/or Protocols is otherwise restricted by applicable law or regulation. This section shall survive the termination of this Agreement. Limitation on Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, (i) LOSS OF DATA, LOSS OF BUSINESS OR LOSS OF OPPORTUNITY OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN ADDITION, EXCEPT WHERE CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR ITS DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES, NEITHER PARTY WILL BE LIABLE FOR ANY BREACH OR OTHER MISUSE OF THE DATA BY ANY THIRD PARTY, INCLUDING A RECIPIENT. This section shall survive the Associate’s Base Salary then in effect hereunder will continue termination of this Agreement. Authority to be payable in accordance Enter Agreement Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement. Each party represents and warrants that it does not have, and agrees that it shall not enter into, any legal or contractual obligations that would prevent it from complying with the Company’s payroll policy through the Employment Termits obligations under this Agreement. No Agency/Partnership This Agreement does not create a partnership, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earnedjoint venture, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of or any applicable performance conditions, unless otherwise prohibited by the Option Plan (other relationship or successor plan) or the stock option agreements obligation whatsoever between the Parent Company Parties, save the relationship and obligations specifically set out herein before and solely for the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits limited purposes described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveherein.

Termination Without Cause. The Company Employer may terminate Employee's employment at any time during the Term of this Agreement without Cause (as hereinafter defined), for any reason or no reason, including Employee's death or total disability (as hereinafter defined). A termination without Cause shall have be effective upon thirty (30) days prior written notice to Employee, except that such termination shall be effective immediately and without the necessity of any notice in the case of Employee's death and on delivery of written notice of termination to Employee in the case of Employee's total disability (as hereinafter defined) (the "Employment Termination Date"). In the event of any such termination, the Employer's sole obligation and liability to Employee shall be as follows: (a) To pay to Employee (or in the case of death, to his estate) the portion of his Base Salary and vacation and sick time that, as of the Termination Date, had accrued for services rendered up to, but was unpaid as of, such Employment Termination Date; (b) The amount of any bonus or incentive compensation that had become Vested (as hereinafter defined) prior to the Employment Termination Date. If (A) a bonus had been awarded to Employee prior to the Employment Termination Date (a "Bonus Award"), under any management incentive or bonus program described in Paragraph 3.2 above in which Employee was a participant at or prior to the Employment Termination Date, and (B) any conditions precedent (such as those described below) to Employee's right to terminate receive the Employment Term without Cause at any time. If the termination is effected payment of such Bonus Award had been satisfied or had been waived, in writing, by the Company other than as described in Section 8Employer prior to such Employment Termination Date, then, under the unpaid portion of such circumstances and subject Bonus Award that had become payable prior to the Associate’s continued compliance with Employment Termination Date as a result of the terms satisfaction or waiver of any such conditions precedent shall be deemed to have become vested ("Vested") and shall be paid to Employee (or Employee's estate, in the case of Employee's death) in the manner and times provided below. By way of example, conditions precedent to the payment of a Bonus Award may include, but shall not be limited to, any requirement that Employee shall have remained in the Employer's employ continuously to a specific date, or that specified operating results shall have been achieved, or specified performance goals shall have been satisfied by the Employer, or the Employee (as the case may be). (c) In the event of a termination by Employer without Cause for reasons other than death or disability, Employer shall pay to the Employee a severance compensation amount equal to twelve (12) months of Employee's monthly Base Salary which shall be payable in the manner and times provided below. (d) In the event of a termination by Employer without Cause for reasons other than death or disability, or termination by Employee for Good Reason (as hereinafter defined, and provided that Employee follows the procedures set forth in Section 4.3 hereof), provided that such termination without Cause or for Good Reason is within twelve (12) months of a Change in Control (as hereinafter defined): (i) instead of the payment set forth in subsection (c) hereof, Employer shall pay Employee severance compensation in an amount equal to the portion of Base Salary that would have been payable to Employee during the next twelve (12) months following such termination based upon Employee's monthly Base Salary prior to the Change in Control, which shall be payable in the manner and times provided below; and (ii) all stock options then held by Employee shall accelerate and become fully vested and exercisable. The compensation set forth in subsection (c) above, or if applicable, subsection (d)(i) and (d)(ii) above are hereinafter referred to as the "Severance Compensation". (e) For the purposes of this Agreement, a "Change in Control" shall mean (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Termacquisition, directly or indirectly, by any person or group (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m13(d)(3) of the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “Code”amended), shall become vested only to the extent provided pursuant to the terms other than beneficial or record owners of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments Employer's securities who acquired such ownership on or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date hereof, of the Release becomes effectivebeneficial ownership of securities of Employer possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Employer; (ii) a merger or consolidation in which Employer is not the surviving entity, shall be accumulated and paid except for a transaction in which the holders of the outstanding voting securities of Employer immediately prior to such merger or consolidation hold, in the Associate on aggregate, securities possessing more than fifty percent (50%) of the first payroll date following total combined voting power of all outstanding voting securities of the date surviving entity immediately after such merger or consolidation; (iii) a reverse merger in which Employer is the Release becomes effectivesurviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of Employer are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger; (iv) the sale, without interest, or, if such sixty-day period begins transfer or other disposition (in one calendar year and ends in transaction or a second calendar year, series of related transactions) of all or substantially all of the first payroll date during assets of Employer; or (v) approval by the second calendar year following stockholders of a plan or proposal for the date the Release becomes effective, as described aboveliquidation or dissolution of Employer.

Termination Without Cause. (a) The Company may terminate the Employment Term at any time without cause upon written notice to Executive; provided, however, that in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment, subject to the restrictions set forth in Section 3(a). Upon any such termination, except as provided in Section 5.4(b) below, Executive shall be entitled to receive, as liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then-current severance pay plan for employees and (i) Base Salary to the extent already earned or accrued, (ii) all deferred incentive compensation earned by Executive with respect to prior years, which amounts shall be payable at the Company's option either in a lump sum within 30 days of termination or in accordance with the terms of the applicable plans, (iii) previously vested shares of Restricted Stock and Options, (iv) all amounts (including accrued vacation pay) to which Executive is then entitled upon termination of employment under applicable plans and programs of the Company then in effect, and (v) all other amounts then due and payable to Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. The Company shall have no further liability or obligation to Executive for compensation under this Agreement. (b) Notwithstanding the right foregoing, upon such termination, in the event that Executive executes the Release, Executive shall be entitled to terminate receive, in lieu of the Employment Term without Cause at any time. If payments described in subsection (a) hereof, which Executive agrees to waive, as liquidated damages for the termination is effected by failure of the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreementcontinue to employ Executive, (i) the Associate’s two years' of Executive's Base Salary then in effect hereunder will continue accordance with Section 1.4 or, if greater, for the balance of the current Employment Term (without regard to Executive's removal), payable in accordance with the Company's normal payroll practices over such period, (ii) previously vested shares of Restricted Stock and Options, (iii) upon the achievement of the Company's performance targets for such year, a pro rata portion of the incentive compensation Executive would have received under the plans described in Section 1.7(b) for the year in which such termination occurred, which amounts shall be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion terms of the Bonus earnedapplicable plan, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate deferred incentive compensation earned by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate Executive with respect to such restricted stock awards; providedprior years, however, that any shares which amounts shall be payable at the Company's option either in a lump sum within 30 days of restricted stock that are intended to constitute performance-based compensation within termination or in accordance with the meaning of Section 162(m) terms of the Internal Revenue Code applicable plan, (v) all amounts (including accrued vacation pay but excluding severance compensation) to which Executive is then entitled upon termination of 1986employment under applicable plans and programs of the Company then in effect, as amended and (the “Code”), shall become vested only vi) all other amounts then due and payable to the extent provided Executive pursuant to the terms of this Agreement with respect to services rendered prior to termination of employment. In addition, if Executive executes the applicable restricted stock agreement Release, all unvested shares of Restricted Stock and Tranche A of the provisions Option shall automatically become 100% vested upon termination of the Employment Term pursuant to this Section 9 5.4. The Company shall not apply have no further liability or obligation to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with Executive for compensation under this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveAgreement.

Termination Without Cause. The Each of the Company and Employee may terminate this Agreement at any time for any reasons whatsoever, without any further liability or obligation of the Company to the Employee or of the Employee to the Company from and after the date of such termination (other than liabilities or obligations accrued but unsatisfied on, or surviving, the date of such termination), by sending thirty (30) days prior written notice to the other party. In the event (a) the Company elects to terminate this Agreement prior to the end of the Term of Employment or (b) the Company gives Employee notice of its election not to extend the Term of Employment beyond the expiration of the then current Term of Employment, or (c) by the date which is four (4) months prior to the end of the then current Term of Employment, the Company has not offered to extend the then current Term of Employment, the Company shall continue to pay the Employee the full Salary (exclusive of bonuses, if any) as such Salary would have otherwise accrued for a period of three (3) months if the right effective date of such termination occurs prior to the first anniversary of this Agreement and for a period of six (6) months if the effective date of such termination occurs thereafter. In the event the Employee elects to terminate prior to the Employment end of the Term without Cause at of Employment, the Company's obligation to pay Salary shall cease as of the effective date of termination. Notwithstanding any timetermination of this Agreement pursuant to this Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall remain bound by the provisions of Section 7, 8, 9 and 14 hereof. If the Any termination is effected of this Agreement by the Company other than as described provided in this Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate 12 shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earnedin addition to, if anyand not in substitution for, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate rights with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) termination of the Internal Revenue Code of 1986, as amended (Employee which the “Code”), shall become vested only to the extent provided Company may have pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above11.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause may remove Executive, at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject time prior to the Associate’s continued compliance with the terms end of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, without cause from the position in which Executive is employed hereunder (ii) in which case the Associate Employment Term shall be paid within deemed to have ended) upon not less than sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted days' prior written notice to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that in the event that such notice is given, Executive shall be under no obligation to render any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only additional services to the extent provided pursuant Company and, subject to the terms of the applicable restricted stock agreement and the provisions of Section 3 hereof, shall be allowed to seek other employment. Upon any such removal, Executive shall be entitled to receive as liquidated damages for the failure of the Company to continue to employ Executive, only the amount due to Executive under the Company's then-current severance pay plan for employees. No other payments or benefits shall be due under this Section 9 Agreement to Executive, except that Executive shall not apply be entitled to any shares of restricted stock that are intended to constitute performancereceive payments or benefits under the then-based compensation. Bonus payments to the Associate existing Benefit Coverages in which Executive is participating in accordance with the respective terms of such Benefit Coverages. Notwithstanding any provision in this Section 9 shall be paid no later than two and Agreement or the BTWO Stock Option Agreement to the contrary, if Executive is terminated by the Company without cause after the first twelve (12) months, an amount equal to the lesser of one-half (2½1/2) of the remaining options to be vested under the then-remaining Employment Term or twelve (12) additional months following of vesting shall be vested and exercisable in accordance with the calendar year in which the termination without Cause occurredBTWO Stock Option Agreements. Notwithstanding the foregoing, upon such removal, without cause under Section 5.4., in the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed event that Executive executes a written release of any and all claims against the Company and its affiliates all related parties with respect to all matters arising out of Executive's employment by the Company (other than Executive's entitlement under any stock options, employee benefit plan or program sponsored by the “Release”Company in which Executive participated and under which Executive has accrued a benefit), and the period during termination thereof, Executive shall be entitled to receive, in lieu of the payment described in subsection 5.4. hereof, which Executive agrees to waive, (i) in equal monthly installments, as liquidated damages for the failure of the Company to continue to employ Executive, an amount equal to the amount of Executive's Base Salary and annual bonus, if any, for the lesser of the Remaining Employment Term or twelve (12) months, provided that Executive remains in compliance with the provisions of Sections 2 and 3 hereof; (ii) continuation of those Benefit Coverages as in effect at the time of such termination or removal, or to receive cash in lieu of such benefits or premiums, as applicable, where such Benefit Coverages may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the Release may be revoked has expired without Benefit Coverage is provided) under applicable law or regulation, for the Associate having revoked the Release. None lesser of the payments Remaining Employment Term or twelve (12) months; (iii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; and (iv) any other benefits described in Section 9 shall be paid until accordance with applicable plans and programs of the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCompany.

Termination Without Cause. The Company shall have the right Subject to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 82(e) hereof, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, if (i) the AssociateOptionee’s Base Salary then in effect hereunder will continue to be payable in accordance employment with the Company’s payroll policy through Company or a Subsidiary is terminated by the Employment Term, Company or a Subsidiary other than for Cause (a “Termination Without Cause”) and (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted Optionee is entitled to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided receive severance pay pursuant to the terms of any severance pay plan of the applicable restricted stock agreement and Company in effect at the time of the Optionee’s termination of employment that provides for severance pay calculated by multiplying the Optionee’s base compensation by a specified severance period, then the Option shall be exercisable with respect to the total number of Common Shares that would have been exercisable under the provisions of Section 1(a) hereof if the Optionee had remained in the employ of the Company through the end of the severance period. For purposes of this Section 9 Agreement, “Cause” shall not apply to mean: an intentional act of fraud, embezzlement or theft in connection with the Optionee’s duties with the Company or a Subsidiary (or the Successor, if applicable); (ii) an intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary (or the Successor, if applicable); (iii) an intentional, wrongful engagement in any shares competitive activity that would constitute a material breach of restricted stock that are intended to constitute performance-based compensation. Bonus payments the Optionee’s duty of loyalty to the Associate Company or a Subsidiary (or the Successor, if applicable); (iv) the willful misconduct in accordance with this Section 9 the performance of the Optionee’s duties to the Company or a Subsidiary (or the Successor, if applicable); or (v) gross negligence in the performance of the Optionee’s duties to the Company or a Subsidiary (or the Successor, if applicable). No act, or failure to act, on the part of the Optionee shall be paid no later than two deemed “intentional” unless done or omitted to be done by the Optionee not in good faith and one-half (2½) months following without reasonable belief that the calendar year Optionee’s action or omission was in which or not opposed to the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any best interest of the payments Company or benefits described in Section 9 unless, not later than sixty a Subsidiary (60) days after or the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, orSuccessor, if applicable); provided, that for any Optionee who is party to an individual severance or employment agreement defining Cause, “Cause” will have the meaning set forth in such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveagreement.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause Board may, at any time. If , at its discretion and without providing any reason therefor, terminate this Agreement without cause, by written notification identifying the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the effective date of termination, in which case the following provisions shall apply: (iiia) all outstanding and unvested stock options previously granted If termination occurs during the first three (3) years of the Term, the University shall continue to pay to the Associate President his salary under this Agreement throughout a period of twenty-four (24) months, less applicable statutory deductions and remittances. (b) If termination occurs during the last two (2) years of the Term, the University shall continue to pay to the President his salary under this Agreement payable throughout the balance of the Term, less applicable statutory deductions and remittances. (c) Payment under this section shall be calculated on the basis of the salary paid to the President as at the effective date of such a termination. If the President ceases employment with the University at the time the University terminates this Agreement without cause, the President shall be maintained on all pension and benefit plans as defined at point 12 and 13, applicable hereunder for the period set out in subparagraph 6(a) or subparagraph 6(b) above as applicable (save for the University’s sick leave plan and long-term disability plan which will be continued only for any required notice period under the Employment Standards Act, 2000, if any), less all deductions required by law and, in respect of the pension plan, less the employee’s contributions. If the President remains employed by the Parent Company University as a tenured Professor (as contemplated in paragraph 8 of this Agreement) after the University terminates this Agreement without cause, the President shall immediately vest be maintained on all pension and benefit plans applicable hereunder for the period set out in full without regard subparagraph 6(a) or subparagraph 6(b) above as applicable, following which the President shall be covered under the pension and benefit plans applicable to the achievement tenured professors. (d) The amounts provided in this section are inclusive of any applicable performance conditionsmonies otherwise payable under the Employment Standards Act, unless otherwise prohibited by 2000 or any claims under any other statute. In no event will the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock President receive less than his entitlement (if any) previously granted to termination pay and severance pay under the Employment Standards Act, 2000. (e) No administrative leave shall be provided unless termination occurs in the final year of the Term, in which case administrative leave shall be deemed to have accrued over the portion of the Term served in proportion to the Associate by length of the Parent Company shall immediately vest Term of this Agreement. (f) Notwithstanding anything in this Section 6, if after termination of this Agreement the President accepts remunerated employment during the period of salary continuance under this Agreement, he will make timely and full without regard disclosure to the achievement of any applicable performance conditions, unless otherwise prohibited by University and he will forfeit equivalent salary from the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company University and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), benefits and pension plan entitlements under this Agreement shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovereduce accordingly.

Termination Without Cause. The During the Term, the Company shall have the right be entitled to terminate the Employment Term Executive’s employment without Cause at any time. If (as defined below), in which case Executive shall be entitled to receive the termination is effected by the Company other than as described following severance benefits (in Section 8addition to accrued salary and bonus, thenand accrued and unused vacation, under such circumstances and subject to the Associatethrough Executive’s continued compliance with the terms last day of this Agreement, employment): (i) Executive shall be entitled to severance pay in the Associateform of continuation of Executive’s Base Salary then in effect hereunder will continue on the effective date of termination for a period of three months after the date of such termination, to be payable paid periodically in accordance with the Company’s normal payroll policy through the Employment Term, practices and subject to standard payroll deductions and withholdings; and (ii) if Executive timely elects continued coverage under COBRA, then (A) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan make such COBRA coverage (or successor planequivalent medical benefits after the termination of COBRA) or available for at least 24 months following termination and (B) the stock option agreements between Company shall pay the Parent Company COBRA premiums necessary to continue Executive’s medical insurance coverage in effect on the termination date for a period of three months following Executive’s termination (provided that such COBRA continuation and reimbursement shall terminate upon commencement of new employment by an employer that offers health care coverage to its employees). Notwithstanding the Associate foregoing, all severance benefits contemplated by hereunder are conditional on Executive (i) complying with respect to such stock optionsthe provisions of Section 6 below, and (ivii) all outstanding delivering prior to receipt of such severance benefits, an effective, general release of claims in favor of the Company or its successor, its subsidiaries and unvested shares of restricted stock (if any) previously granted their respective directors, officers and stockholders in a form acceptable to the Associate by Company or its successor. In the Parent event that the Company shall immediately vest in full without regard determines that any severance benefit provided hereunder fails to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code (“Code”) as a result of Section 409A(a)(2)(B)(i) of the Code, then if an accelerated payment of such benefits would cause such benefit not to be subject to the achievement provisions of any applicable performance conditionsSection 409A(a)(l) of the Code, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan payment of such benefits shall be accelerated to the minimum extent necessary so that the benefit is not subject to the provisions of Section 409A(a)(l) of the Code. (The payment schedule as revised after the application of the preceding sentence shall be referred to as the “Incentive PlanRevised Payment Schedule.”) (or successor planHowever, in the event the accelerated payment of such benefits would not avoid the application of Section 409A(a)(l) of the Code, the payment of such benefits shall not be made pursuant to the original payment schedule or the restricted stock agreements between Revised Payment Schedule and instead the Parent Company and payment of such benefits shall be delayed to the Associate with respect minimum extent necessary so that such benefits are not subject to such restricted stock awardsthe provisions of Section 409A(a)(l) of the Code. The Board may attach conditions to or adjust the amounts paid pursuant to this Section 5(b)(iv) to preserve, as closely as possible, the economic consequences that would have applied in the absence of this Section 5(b)(iv); provided, however, that any shares of restricted stock that are intended no such condition or adjustment shall result in the payments being subject to constitute performance-based compensation within the meaning of Section 162(m409A(a)(l) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of IESO terminates this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable Agreement without cause in accordance with Section 3.2(f), the CompanyParticipant’s payroll policy through the Employment Term, (ii) the Associate entitlement to a EE Capacity Payment shall be paid 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 Participant shall be entitled to a EE Capacity Payment for such Obligation Period calculated as follows: EE Capacity Payment = 0.4 x (EE Capacity Obligation X Accepted Offer Price) (b) If the IESO terminates this Agreement following the submission of the 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 = 0.6 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 completed portion of the Obligation Period within sixty (60) calendar days after termination the pro rata portion of receiving notice of the Bonus earnedtermination and, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted subject to the Associate by IESO’s approval of such M&V Report, shall be entitled to a EE Capacity Payment for such Obligation Period calculated as the Parent Company shall immediately vest in full without regard to sum of the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan following: (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”i) (or successor planCD/TD) or 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 restricted stock agreements between Obligation Period RD = remaining days in the Parent Company and Obligation Period, calculated as TD - CD TD = total days in the Associate with respect to Obligation Period (d) If the IESO terminates this Agreement following the completion of an Obligation Period, the EE Capacity Payment for such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate Obligation Period will be calculated normally in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above5.6.

Termination Without Cause. The Company shall have the right to may terminate the Employment Term Executive’s employment without Cause at any time. time upon written notice to Executive. (a) If the termination Executive’s employment is effected terminated by the Company other than as described without Cause, the Company will pay severance on the terms and conditions set forth in Section 85.3(b). As a mandatory condition precedent to Executive’s right to receive and retain this severance pay, Executive must first sign a separation agreement and general release of all claims against Parent, the Company and their respective affiliates, in substantially the form attached hereto as Exhibit C with any such changes as the Company deems, upon the advice of counsel, reasonably necessary or appropriate to comply with applicable law or to reflect then-current corporate structure (the “Release”), under return such circumstances Release to the Company no later than forty-five (45) days following the termination of Executive’s employment (or such shorter period of time specified in the Release), and not revoke the Release, to the extent the Release is revocable, within seven (7) days following the execution date allowed by the Release for revocation. (b) If the Company terminates Executive’s employment without Cause, in addition to the Accrued Obligations, in all cases subject to Executive’s execution and non revocation of the Associate’s continued compliance with Release in the terms of this Agreementtime frame provided, the Company will (i) continue to pay to Executive, as severance, the Associate’s Base Salary then for a period of six (6) months from the date of termination of employment (such period shall be referred to as the “Severance Period”), in effect hereunder will continue to be equal installments payable in accordance with the Company’s regular payroll policy through schedule and subject to all applicable withholdings and deductions, commencing on the Employment Term, next regular pay date following the sixtieth (ii60th) the Associate shall be paid within sixty (60) days day after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsemployment; provided, however, the first payment shall include the cumulative amount of payments that any shares of restricted stock that are intended would have otherwise been paid to constitute performance-based compensation within Executive between the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement termination date and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performancesixtieth (60th) day after termination date had such payments commenced on the next regular pay date following the termination date; (ii) a pro-based compensation. rated Annual Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following for the calendar year in which termination occurs (with such pro-ration based upon the number of days in the calendar year which have elapsed as of the date of termination) determined in accordance with Section 3 of this Agreement and paid when such Annual Bonus is paid generally, (iii) pay the cost of Executive’s COBRA premiums to continue group health insurance coverage for the Severance Period if Executive or Executive’s dependents participate in the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA; (iv) accelerate the vesting of the unvested portion of any and all long-term incentive awards held by Executive that are subject to time-based vesting only and would have vested during the Severance Period but for Executive’s separation from employment with the Company; and (v) extend the exercise period for the vested portion of any and all stock options held by Executive as of the termination without Cause occurred. Notwithstanding date to the foregoing, the Associate shall not be entitled earliest to receive any occur of the payments or benefits described in Section 9 unless, not later than sixty following: (60A) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates eighteenth (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None 18th) month anniversary of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effectivedate of Executive’s termination, and any payments, which would otherwise be payable during such sixty-day period (B) immediately prior to the Company’s consummation of a Change in Control (as defined in the Plan), or (C) the expiration date of each such option. Any provision contained in the Release becomes effective, shall be accumulated and paid agreement(s) under which such options were granted that is inconsistent with the exercise period extension as set forth herein is hereby modified to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if extent necessary to provide for such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveextension.

Termination Without Cause. The Company employment of the Executive hereunder shall be deemed to have the right to terminate the Employment Term without Cause at any time. If the been terminated “Without Cause” upon (A) termination is effected of employment by the Company for any reason other than as described the reasons specified in Section 89(a)(i) hereof as termination “For Cause” or (B) termination of employment by the Executive within 30 days following a “Constructive Termination” event. For purposes hereof, thenthe following shall constitute Constructive Termination events: (1) any removal of the Executive from the position of President or Chief Executive Officer, under (2) any substantive 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 reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to 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) a failure by the Company to continue any bonus plans in which the Executive is presently entitled to participate (the “Bonus Plans”) as the same may be modified from time to time but substantially in the form currently in effect, or a failure by the Company to continue the Executive as a participant in the Bonus Plans on at least the same basis as the Executive presently participates in accordance with the Bonus Plans (other than for customary yearly variations), (5) the Company’s requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of the Executive’s present office location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, (6) a failure by the Company to offer Executive all benefits offered to all Company employees and subject (7) any purported termination of the Executive’s employment which is not effected pursuant to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate . No such purported termination shall be paid within sixty (60) effective. The foregoing shall be treated as Constructive Termination events hereunder following the expiration of 30 days after termination the pro rata portion of the Bonus earned, if any, through from the date of termination, the Executive has notified Company (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m90 days) of the Internal Revenue Code occurrence of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement such event and the provisions 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 this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty30-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveperiod.

Termination Without Cause. The At any time the Company shall have the right to terminate this Agreement and the Employment Term Executive’s employment hereunder without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (a) pay to the Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice within ten days after such termination (or on such earlier date as may be required by applicable law), and (b) subject to constitute performancethe execution by the Executive of a release agreement containing standard terms in the form generally used by the Company, pay to the Executive, in monthly installments consistent with the Company’s normal payroll schedule during the 18-based compensation within the meaning of Section 162(m) month period following termination, subject to applicable withholding and other taxes, an amount equal to 18 months of the Internal Revenue Code Executive’s Base Salary at the time of 1986termination, plus an amount equal to the COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period of 18 months. The Company shall be deemed to have terminated the Executive’s employment pursuant to this Section 3.4 if such employment is terminated by the Company without Cause. The Company also shall reimburse the Executive’s reasonable business expenses incurred prior to the date of termination pursuant to this Section 3.4. Payments under subparagraph (b) above shall be treated as amended (the “Code”a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), are subject to required tax and other withholdings, and shall become vested only be conditioned upon the Executive’s execution of a general release of claims that becomes irrevocable within 60 days of the Executive’s termination date. Any payments due to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 Executive under subparagraph (b) above shall be paid forfeited if the Executive fails to execute a general release of claims that becomes irrevocable within 60 days after the Executive’s termination date. If the foregoing release is executed and delivered and no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled longer subject to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) revocation within 60 days after the termination date, then the Associate has following shall apply: (i) To the extent any payments due to the Executive under subparagraph (b) above are not “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the first scheduled payment date immediately after the date the release is executed a release of claims against the Company and its affiliates no longer subject to revocation (the “ReleaseRelease Effective Date”), and the period during which . The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release may be revoked has expired without Effective Date under the Associate having revoked terms of this Agreement had such payments commenced immediately upon the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effectivetermination date, and any payments, which payments made thereafter shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would otherwise be payable during have expired had such sixty-day period prior payments commenced immediately following the termination date. (ii) To the extent any payments due to the date Executive under subparagraph (b) above are “deferred compensation” for purposes of Section 409A, then such payments shall commence upon the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date 60th day following the date termination date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the Release becomes effectiveterms of this Agreement had such payments commenced immediately upon the termination date, without interest, or, if and any payments made thereafter shall continue as provided herein. The delayed payments shall in any event expire at the time such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year payments would have expired had such payments commenced immediately following the date the Release becomes effective, as described abovetermination date.

Termination Without Cause. The Company Employer shall have the right right, exercisable upon written notice, to terminate the Employment Term without Cause Employee's employment under this Agreement for any reason other than set forth in Sections 7(a), (c) and (d), above, at any time. If time during the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms term of this Agreement. 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 with Employer's then standard form of separation, waiver and release agreement of all claims against Employer, then (i) Employer agrees to (A) pay to Employee the Associate’s Base Salary then in effect Salary, and (B) provide or reimburse Employee for the same medical, dental, long-term disability and life insurance pursuant to Section 6(a) to which Employee was entitled hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion as of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; termination provided, however, that any shares in the case of restricted stock such medical and dental insurance, that are intended Employee makes a timely election for continuation coverage under COBRA, in each case (i.e., the Base Salary and insurance), until the last to constitute performance-based compensation within occur (the meaning of Section 162(m"Severance Period") of (1) the Internal Revenue Code expiration of 1986the remaining portion of the Initial Term or the then applicable Renewal Term, as amended the case may be, or (2) the “Code”)24-month period commencing on the date Employee is terminated, shall become vested only (ii) pay Employee an amount equal to the extent provided pursuant product obtained by multiplying (A) the Maximum Annual Bonus for which Employee would have been otherwise entitled to receive by (B) the terms fraction in which the numerator is the number of calendar months in the applicable restricted stock agreement Severance Period and the provisions denominator of this Section 9 which is 24, and (iii) the vesting of all outstanding stock awards in favor of Employee shall not apply to any shares of restricted stock that are intended to constitute performance-based compensationimmediately vest in full. Bonus Employer shall make such payments to the Associate in accordance with this Section 9 its regular payroll schedule. If any such payments are due Employee upon a Cessation of Business, all remaining payments shall be paid no later than two become immediately due and one-half (2½) months following payable upon the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any occurrence of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release such Cessation of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveBusiness.

Termination Without Cause. The Company shall have the right Subject to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 82(e) hereof, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, if (i) the AssociateOptionee’s Base Salary then in effect hereunder will continue to be payable in accordance employment with the Company’s payroll policy through Company or a Subsidiary is terminated by the Employment Term, Company or a Subsidiary other than for Cause (a “Termination Without Cause”) and (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted Optionee is entitled to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided receive severance pay pursuant to the terms of any severance pay plan of the applicable restricted stock agreement and Company in effect at the time of the Optionee’s termination of employment that provides for severance pay calculated by multiplying the Optionee’s base compensation by a specified severance period, then the Option shall be exercisable with respect to the total number of Common Shares that would have been exercisable under the provisions of Section 1(a) hereof if the Optionee had remained in the employ of the Company through the end of the severance period. For purposes of this Section 9 Agreement, “Cause” shall not apply to mean: (i) an intentional act of fraud, embezzlement or theft in connection with the Optionee’s duties with the Company or a Subsidiary (or the Successor, if applicable); (ii) an intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary (or the Successor, if applicable); (iii) an intentional, wrongful engagement in any shares competitive activity that would constitute a material breach of restricted stock that are intended to constitute performance-based compensation. Bonus payments the Optionee’s duty of loyalty to the Associate Company or a Subsidiary (or the Successor, if applicable); (iv) the willful misconduct in accordance with this Section 9 the performance of the Optionee’s duties to the Company or a Subsidiary (or the Successor, if applicable); or (v) gross negligence in the performance of the Optionee’s duties to the Company or a Subsidiary (or the Successor, if applicable). No act, or failure to act, on the part of the Optionee shall be paid no later than two deemed “intentional” unless done or omitted to be done by the Optionee not in good faith and one-half (2½) months following without reasonable belief that the calendar year Optionee’s action or omission was in which or not opposed to the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any best interest of the payments Company or benefits described in Section 9 unless, not later than sixty a Subsidiary (60) days after or the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, orSuccessor, if applicable); provided, that for any Optionee who is party to an individual severance or employment agreement defining Cause, “Cause” will have the meaning set forth in such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveagreement.

Termination Without Cause. The Company shall have (a) In the right to terminate event the Employment Term Executive's employment hereunder is terminated without Cause at any time. If the termination is effected by the Company cause other than a termination as a result of, in connection with or following a Change in Control pursuant to Section 5, the Executive shall be entitled to receive the greater of (x) the compensation described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms 1.2(a) of this AgreementAgreement for the unexpired remainder of the Employment Period, or (y) one year's annual salary as in effect on the date of such termination, in either case together with (i) an amount equal to the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with Incentive Compensation, if any, the Company’s payroll policy through Executive received, or which was accrued by the Employment TermCorporation for the benefit of the Executive, during the twelve-months' period immediately preceding such termination, and (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless1.2(c) of this Agreement (other than those benefits, such as stock option grants, participation in any profit sharing plan or education benefits, which are available only to employees of the Corporation, except that, in the case of health, life, disability and other insurance plans or programs in which the Executive participated immediately prior to the termination, such benefits shall continue, provided that the Executive's continued participation is permissible under the general terms and provisions of such plans or programs, or in the event that such continued participation is barred or not later than sixty (60) days after the termination dateotherwise permissible or available, the Associate has executed a release Corporation shall arrange to provide the Executive, at the expense of claims against the Company Corporation, with benefits substantially similar to those which the Executive had been receiving under such plans health, life, disability and its affiliates (other insurance and programs immediately prior to the “Release”time of termination of the Executive's employment for the unexpired remainder of the Employment Period). All payments under this Section 4.3(a) shall be made in three substantially equal monthly installments, and commencing on the period first day of the first calendar month immediately following the month during which the Release may be revoked has expired without the Associate having revoked the Release. None date of the payments or benefits described in Section 9 shall be paid until the Release has been signed termination occurred and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate continuing on the first payroll day of each of the two immediately succeeding consecutive calendar months, without present value discount, except that if the Corporation is to continue to provide benefits pursuant to clause (ii) above, it shall do so for the longer of the unexpired remainder of the Employment Period or one year from the date of such termination. (b) The Executive shall not be required to mitigate the amount of any payment or benefit to which he may be entitled under any provision of this Agreement by seeking other employment, nor shall any such amount be reduced by remuneration earned from other sources if his employment is terminated without cause. (c) The Executive agrees that the compensation and benefits to which he shall be entitled in the event of termination of his employment hereunder without cause shall be in lieu of all other claims which the Executive may make against the Corporation by reason of such termination of employment. Reference herein to termination of the Executive's employment hereunder "without cause" shall not mean or include, but shall specifically exclude, termination upon death, retirement or Total Disability of the Executive. (d) The Executive and the Corporation recognize that, due to the relationship of the Executive and the Corporation and such relationship's susceptibility to public comment which may be injurious to the Executive or the Corporation, or both, it is necessary for the protection of both parties that neither party make any disparaging public statements concerning the termination of this Agreement and the arrangements made pursuant thereto. The Executive and the Corporation, accordingly, agree that neither the Executive nor the Corporation will make any public comments about the other at any time following the date termination of this Agreement without the Release becomes effectiveexpress prior approval of the other party, without interestwhich approval shall not be unreasonably withheld, orconditioned or delayed, if and subject in any event to any obligation on the part of the Corporation under applicable law, including federal securities laws, to issue a press release or otherwise to make public comment regarding such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovematters.

Termination Without Cause. The Company shall have the right to may, at its option, terminate the Employment Term without Cause at any timeExecutive’s employment under this Agreement upon written notice to the Executive for a reason other than a reason set forth in Section 4(a), 4(b) or 4(c). Any such termination shall be authorized by the Board. If the termination is effected by Company terminates the Company other than as described in Section 8Executive’s employment for any such reason, thenthe Executive’s entitlement to compensation and benefits shall cease immediately, under such circumstances and subject to except that the Associate’s continued compliance with the terms of this Agreement, Executive shall be entitled to: (i) the Associate’s Base Salary then payments and benefits specified in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, Sections 4(b)(i) and 4(b)(ii) hereof; (ii) the Associate shall be paid within sixty (60) days after termination Executive’s annual incentive bonus calculated pursuant to the pro rata provisions of the Senior Executive Plan for the Bonus Year in which the Executive’s employment terminates, and prorated for the portion of the Bonus earned, if any, through calendar year that the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate Executive was employed by the Parent Company shall immediately vest in full without regard to Company; provided that the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect Executive’s entitlement to such stock optionsbonus will be contingent upon the satisfaction of the specified performance goals established for such bonus year, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to provided further that such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall lump sum payment will be paid no later than two and one-half (2½) months following the calendar year for which awarded; (iii) other Employee Benefits to which the Executive is entitled upon termination of employment in accordance with the terms of the plans and programs of the Company; provided that the Company shall continue to provide medical, dental and vision benefits to the Executive, spouse and dependent children for twenty-four (24) months following the date on which the Executive’s employment terminates, followed immediately thereafter with immediate eligibility for coverage under the Retiree Medical Plan (irrespective of his age and years of continuous employment), until the Executive, spouse and dependent children become covered by the plan of another employer providing comparable benefits; (iv) the treatment of the restricted stock units granted to the Executive pursuant to Section 3(c) of the 2005 Agreement in accordance with the terms thereof; (v) the treatment of the options granted to the Executive pursuant to Section 3(d) of the 2005 Agreement in accordance with the terms thereof; (vi) the payment or vesting of any other long-term incentive awards that have been granted to the Executive prior to his date of termination, to the extent that such payment or vesting is provided for in the terms of the award agreements; (vii) a lump sum cash payment equal to the product of (x) two, and (y) the Executive’s target annual incentive bonus under the Senior Executive Plan for the Bonus Year in which the termination without Cause occurred. Notwithstanding Executive’s employment terminates; and (viii) so long as the foregoingExecutive continues to abide by the provisions of Sections 7(b), 7(c) and 8 herein, the Associate Company shall not be entitled pay the Executive an amount equal to receive any the product of (x) two, and (y) the Executive’s Base Salary, payable in cash installment payments or benefits described as and when the Company provides salary payments to its executives generally, through the Noncompetition Period as defined in Section 9 unless, not later than sixty (607(b) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveherein.

Termination Without Cause. The If (a) if this Agreement terminates because it is not renewed and the Company shall have terminates the right to terminate the Employment Term Employee without Cause at any time. If within six months after such termination due to nonrenewal, or (b) during the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms term of this Agreement, (i) the AssociateCompany shall terminate Employee’s Base Salary then employment other than pursuant to Sections 2.1 or 2.2 hereof or if Employee shall terminate their employment for Good Reason, then: 3.3.1. Company shall pay to Employee: 3.3.1.1. Employee’s full base salary through the Date of Termination at the rate in effect hereunder will continue to be payable in accordance with at the time the Notice of Termination is given, and at the time provided under the Company’s normal payroll policy through practices; and 3.3.1.2. as severance, and in lieu of any further payments to Employee for periods subsequent to the Employment TermDate of Termination, (ii) an amount equal to twelve months of the Associate shall Employee’s Base Salary, such severance payment to be paid in a lump sum on the 60th day following Employee’s Separation From Service (as that term is defined in Section 3.7) provided that Employee timely signs and returns to the Company, within sixty (60) 45 days after termination the pro rata portion of the Bonus earned, if any, through the effective date of terminationEmployee’s Separation from Service, (iii) all outstanding an effective, valid and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a enforceable general release of claims against the Company and its affiliates (the “Release”), ) in such form as is reasonably requested by the Company and the period during which the Release may be revoked has expired without the Associate having revoked does not thereafter revoke the Release. 3.3.2. None Notwithstanding any other provision of the payments Agreement, upon termination all remaining Forfeiture Restrictions then applicable to Restricted Stock Units shall immediately lapse on the date of termination. 3.3.3. Provided that the Employee, shall not violate the provisions of Section 6, the Company shall maintain in full force and effect for the continued benefit of Employee, for a period of one year after the Date of Termination, all employee benefit plans and programs or arrangements providing life insurance, medical, dental, health, hospital, accident, disability and similar benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period Employee was entitled to participate immediately prior to the date Date of Termination provided that Employee’s continued participation is possible under the Release becomes effectivegeneral terms and provisions of such plans, shall be accumulated programs or arrangements and paid does not require increased expense to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCompany or its subsidiaries.

Termination Without Cause. The This Agreement may be terminated by the Company shall have the right to terminate the Employment Term without Cause at any time, without Cause, by 30 days' prior written notice from the Company to the Employee. If the termination Employee's employment is effected terminated by the Company for any reason other than as described in Section 8for Cause, thenDisability or death, under such circumstances or if this Agreement is terminated by the Company for what the Company believes is Cause or Disability, and subject to the Associate’s continued compliance with the terms of this Agreementit is ultimately determined that Cause did not exist or that Employee had not suffered a Disability, Employee shall be entitled only to: (i) the Associate’s any Base Salary then earned but not yet paid; (ii) reimbursement of any unpaid business expenses incurred in effect hereunder will continue accordance with this Agreement by Employee prior to be payable the effective date of the termination of Employee's employment; (iii) any other benefits accrued and vested through the date of such termination in accordance with the applicable plans and programs of the Company’s payroll policy through ; and (iv) as damages for such a termination: the Employment Termreceipt of Base Salary for twelve (12) months after the date of termination (the period of time specified in this subsection 6(b)(iv) is referred to herein as the "Severance Period"). During the Severance Period, (ii) the Associate Company shall be paid within sixty (60) days after termination the pro rata also continue paying its normal portion of Employee's medical, dental and health insurance premiums pursuant to the Bonus earnedprovisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Employee first timely elects to continue such coverage under COBRA, and subject to any federal COBRA premium subsidies (if any) for which Employee may be eligible. During the Severance Period, through the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the date of termination. By way of clarification, except to the extent such amounts have been accrued or earned as of the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate Employee shall not be entitled to receive any bonus payout under any Company plan or program, including, without limitation, any Economic Value Added bonus plan of which Employee is a participant, in the event Employee's employment is terminated by the Company pursuant to this section 6(b). The Company's termination of the payments or benefits described Employee's employment under this section 6(b) shall immediately relieve the Employee of all obligations under this Agreement (except as provided in Section 9 unlesssections 7 and 8) and, except as provided below, shall not later than sixty (60) days after be construed to require the termination date, the Associate has executed a release application of claims against the Company and its affiliates (the “Release”), and the period during any compensation which the Release Employee may be revoked has expired without earn in any such other employment to reduce the Associate having revoked the Release. None of the payments or Company's obligation to provide severance benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveliquidated damages under this section 6(b).

Termination Without Cause. The At any time Company shall have the right to terminate the Employment Term this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause at pursuant to this Section 4.4, Company shall (a) pay Employee any time. If unpaid amounts of his Total Salary accrued prior to the date of termination is effected by the Company other than as and (b) reimburse Employee for all expenses described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms 3.1 of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue Agreement and incurred prior to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(mif Company provided Employee with less than ninety (90) days prior written notice of the Internal Revenue Code date of 1986such termination without Cause, as amended then in addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the “CodeWithout Cause Notice Period”), subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the Term, however, whether before or after any notice of termination without Cause, then Employee shall become vested be entitled to receive notice of the effective date of termination twelve (12) months prior to such date (“Change in Control Notice Period”) instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the extent difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Additional Benefits for the period of time during so long as Severance Payments are being made to Employee (the “Severance Benefits”). Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the terms thereof. For purposes of this Agreement, a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes the beneficial owner, directly or indirectly, of 50.1% or more of the applicable restricted stock agreement and the provisions voting securities of this Section 9 shall not apply to Company or Parent; or (ii) as a result of, or in connection with, any shares tender offer, exchange offer, merger, business combination, sale of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half assets or contested election of directors (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “ReleaseTransaction”), and the period during which persons who were directors of Company or Parent immediately before the Release may be revoked has expired without the Associate having revoked the Release. None Transaction no longer constitute a majority of the payments directors of Company or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effectiveParent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, as described abovea result of the merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially all of its assets to another company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause If at any time. If time (A) prior to Executive’s attainment of age 65 and (B) other than during a Protection Period, Executive’s employment by the termination Company is effected terminated by the Company other than as described in Section 8for Cause (and other than a termination for Disability), then, under such circumstances and subject to then the Associate’s continued compliance with the terms of this Agreement, Company shall pay or provide Executive with: (i) the AssociateExecutive’s Base Salary then in effect hereunder will continue to be Accrued Obligations, payable in accordance with the Company’s payroll policy through the Employment Term, Section 8(a)(i); (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and A Pro-Rated Bonus; (iv) all outstanding and unvested shares of restricted stock (if any) previously granted Severance payments in the aggregate amount equal to the Associate by the Parent Company sum of (1) Executive’s then Base Salary plus (2) his annual target bonus, which amount shall immediately vest be payable to Executive in full without regard equal semi-monthly payroll installments over a period of twelve (12) months; For purposes of this subparagraph (iv) each installment severance payment to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan Executive under this subparagraph (the “Incentive Plan”iv) shall be treated as a separate payment (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”)). Provided, shall become vested only anything herein to the contrary notwithstanding, if on the date of termination Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)), to the extent that such severance payments (and any other payments and benefits provided pursuant to in Section 8) constitute a “deferral of compensation” under a “nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section 1.409A-1, the terms following provisions shall apply (“Safe Harbor and Postponement”): (1) If such payments and benefits are payable on account of Executive’s “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)), Executive shall receive such amount of his severance payments during the six (6)-month period immediately following the date of termination as equals the lesser of: (x) such severance payment amount due Executive under Section 8 during such six (6)-month period or (y) two (2) multiplied by the compensation limit in effect under Section 401(a)(17) of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following Code, for the calendar year in which the date of termination without Cause occurred. Notwithstanding the foregoing, the Associate occurs and as otherwise provided under Treasury Regulation Section 1.409A-1(b)(9)(iii) and shall not be entitled to receive any such of his benefits as satisfy the payments or benefits described in exception under Treasury Regulation Section 9 unless, not later than sixty 1.409A-1(b)(9)(v) (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “ReleaseLimitation Amount”). (2) To the extent that, upon such “involuntary separation from service,” the amount of payments and benefits that would have been payable to Executive under Section 8 during the six (6)-month period during which following the Release may be revoked has expired without last day of his employment exceeds the Associate having revoked the Release. None of the payments or benefits described in Section 9 Limitation Amount, such excess shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first regular semi-monthly payroll date following the date expiration of such six (6)-month period. (3) If the Release becomes effective, without interest, or, if Company reasonably determines that such sixty-day period begins in one calendar year employment termination is not such an “involuntary separation from service,” all such payments and ends in a second calendar year, benefits that would have been payable to the first payroll date Executive under Section 8 during the second calendar year six (6)-month period immediately following the date of termination, but for such determination, shall be paid on the Release becomes effectivefirst regular semi-monthly payroll date immediately following the expiration of such six (6)-month period following the date of termination. (4) Any payments under this Section 8(c) that are postponed pursuant to the Safe Harbor and Postponement shall accrue interest at an annual rate (compounded monthly) equal to the short-term applicable federal rate (as in effect under Section 1274(d) of the Code on the last day of the Executive’s employment) plus 100 basis points, which interest shall be paid on the first regular semi-monthly payroll date immediately following the expiration of the six (6)-month period following the date of termination. (v) Subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in the Company’s medical benefits plan which covers Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as described aboveamended (“COBRA”); and (vi) All of Executive’s unvested options and long-term incentive awards granted to Executive through the date of termination shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards, provided that Executive’s vested options shall continue to be exercisable until the earlier of (x) one year after the date of termination and (y) the expiration of the original scheduled term of such options.

Termination Without Cause. The At any time the Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected Executive's employment hereunder by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (i) pay to Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice, and (ii) pay to constitute performance-based compensation the Executive in a lump sum, in cash within 30 days after the meaning date of Section 162(memployment termination, an amount equal to the product of (x) the sum of the Internal Revenue Code Executive’s then Base Salary plus the amount of 1986the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, as amended multiplied times (y) two. The Company shall be deemed to have terminated the “Code”Executive's employment pursuant to this Section 4.4 if such employment is terminated (i) by the Company without Cause, or (ii) by the Executive voluntarily for "Good Reason." For purposes of this Agreement, "Good Reason" means (a) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), shall become vested only authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) any failure by the Company to the extent provided pursuant to the terms comply with any of the applicable restricted stock agreement and the provisions of Section 2, Section 3, Section 7 or Section 17 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (c) the Company's requiring the Executive to be based at any office or location other than the greater Orlando, Florida area except for travel reasonably required in the performance of the Executive's responsibilities; (d) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; (e) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement; or (f) any termination by the Executive for any reason during the three-month period following the effective date of any "Change in Control". For purposes of this Section 9 shall not apply to 4.4, any shares good faith determination of restricted stock that are intended to constitute performance-based compensation. Bonus payments to "Good Reason" made by the Associate in accordance with this Section 9 Executive shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveconclusive.

Termination Without Cause. The Company shall have the right to terminate Employee’s employment at any time without Cause. In the Employment Term event the Company shall terminate Employee’s employment without Cause at any time. If during the termination is effected Term, Employee shall be entitled to the following, provided Employee executes a general release of claims prepared by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, Company: (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, For twenty-four (ii24) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through months following the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest continue to pay Employee his Base Salary in full without regard to effect on the achievement date of any applicable performance conditionstermination, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to be made on the Associate in accordance with this Section 9 shall be paid no later than two same periodic dates as salary payments would have been made to Employee had his employment not been terminated, subject to applicable federal and onestate income and social security tax withholding requirements. (ii) For twenty-half four (2½24) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingdate of termination, the Associate Employee shall not be entitled continue to receive any health care (medical, dental and vision) plan coverage provided to Employee and his spouse and dependents at the date of termination, with the Company paying the normal Company paid contribution, on a monthly or more frequent basis, for similarly situated active employees during such health care continuation period, provided that Employee’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for Employee for Employee’s spouse or dependents is not possible under the terms and provisions of such plans and programs or any provision of law would create an adverse tax effect for Employee or the Company due to such participation, the Company shall provide substantially identical benefits directly or through a separate insurance arrangement. (iii) The Company’s obligation to provide Employee and his dependents with health care plan coverage pursuant to Section 6(c)(ii) hereof shall terminate with respect to each particular type of insurance if and when Employee has obtained coverage under one or more welfare benefit plans of a subsequent employer that provides for equal or greater benefits to Employee and his dependents with respect to that specific type of benefit. (iv) If Employee dies while receiving such continued health care coverage, Employee’s spouse and dependents will continue to be covered under all applicable health care plans during the remainder of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the coverage period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above. Employee’s spouse and dependents will become eligible for COBRA continuation coverage for health and dental benefits at the end of such health care continuation coverage period.

Termination Without Cause. The In the event the Employee’s employment by the Company shall is terminated during the Employment Period as a result of the Employee’s termination by the Company without Cause, and such termination does not occur within the twelve (12) months following a Change in Control, then neither the Employee nor the Employee’s beneficiaries or estate will have any further rights or claims against the Company under this Agreement except, subject to compliance with Section 6, Section 7 and Section 8, the right to terminate receive: (i) any unpaid portion of the Employment Term without Cause at base salary provided for in Section 3.A, paid through the date of the Employee’s termination; (ii) reimbursement for any time. If expenses for which the Employee shall not have theretofore been reimbursed as provided in Section 3 hereof; and (iii) subject to Section 5.F below, (w) payment of the Annual Bonus accrued for the year prior to such termination is effected (to the extent not already paid), (x) payment of the Employee’s Target Bonus for the year of such termination, to the extent the Employee would have received such bonus had the Employee remained employed through the applicable payment date of such bonus, appropriately pro-rated based on the number of days that the Employee was employed by the Company during the year of the termination, paid when the Company’s other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms senior executive receive payment of this Agreementtheir annual bonuses, (iy) severance pay in the Associate’s Base Salary then amount of 9 months base salary, payable in effect hereunder will continue to be payable equal installments in accordance with the Company’s normal payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock optionspractices, and (ivz) all outstanding and unvested shares of restricted stock (if any) previously granted to reimbursement for the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements difference between the Parent Company cost of COBRA and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section employee’s contribution for health continuation coverage for 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following termination of employment, or if sooner, until the calendar year in which the termination without Cause occurredEmployee becomes covered under similar plans. Notwithstanding the foregoing, the Associate Company shall not be entitled to receive provide no further payments or benefits unless otherwise required by applicable law if the Employee breaches any of the payments or benefits described covenants of this Agreement that survive termination, including, without limitation, the non-competition covenant set forth in Section 9 unless, not later than sixty (60) days after the termination date6, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), non-solicitation covenant set forth in Section 7 and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described confidentiality covenant in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above8.

Termination Without Cause. (1) The Company Corporation shall have the right to terminate the Employment Term Executive's employment without Cause at any timeas defined in Section 7(c) above. If In the event of a termination is effected by the Company Corporation without Cause, other than (A) following a Change in Control, as defined in Section 7(e) below, or (B) as described in Section 8Subsection (2) below, then, under such circumstances Executive's rights to compensation and subject to the Associate’s continued compliance with the terms of this Agreement, benefits shall be as follows: (i) Executive shall be paid his base salary at the Associate’s Base Salary then rate in effect hereunder will on the date of termination of employment for a period of one and one-half years from the date of termination. (ii) Executive shall be entitled to any unpaid amount previously fully accrued under the Annual Incentive Plan. In addition, Executive shall be entitled to an incentive payment, in lieu of an incentive payment under the Annual Incentive Plan for the plan year in which his employment terminates, in an amount equal to the payment otherwise determined under the Annual Incentive Plan, as if the Executive were employed by the Corporation to the end of the year of his termination, multiplied by a fraction the numerator of which is the number of weeks Executive was employed during such year, and the denominator of which is 52. In addition, in lieu of future payments under the Annual Incentive Plan, Executive shall be entitled to a payment that equals the average of the incentive payments received by Executive (or fully accrued by him) under the Annual Incentive Plan for the three full plan years immediately preceding his termination of employment. (iii) Executive's rights with respect to stock options, if any, shall be determined under the Option Plan and any applicable stock option agreement. (iv) Executive and his covered dependents shall be entitled to continue to be payable covered at the expense of the Corporation by the same or equivalent hospital, medical, and dental insurance coverage as in accordance with effect for Executive immediately prior to termination of his employment, until the Company’s payroll policy through the Employment Termearlier of (i) age 65, or (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion date Executive has commenced new employment and has thereby become eligible for comparable benefits. Termination on account of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986disability, as amended provided in Section 7 (the “Code”)a) above, shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the considered a termination without Cause occurred. Notwithstanding under this Section 7(d). (2) If Executive's employment is terminated by the foregoingCorporation without Cause, as defined in Subsection (e) above, prior to the occurrence of a Change in Control of the Corporation (as defined below), and if it can be shown that Executive's termination (i) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control of the Corporation thereafter, or (ii) otherwise occurred in connection with, or in anticipation of, the Associate shall not be entitled to receive any Change in Control of the payments or benefits Corporation, then Executive shall have the rights described in Section 9 unless7(e) below, not later than sixty (60) days after the termination date, the Associate has executed as if a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None Change in Control of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to Corporation had occurred on the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if immediately preceding such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovetermination.

Termination Without Cause. The At any time the Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected Executive’s employment hereunder by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (i) pay to Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice, and (ii) pay to constitute performance-based compensation the Executive in a lump sum, in cash within 30 days after the meaning date of Section 162(memployment termination, an amount equal to the product of (x) the sum of the Internal Revenue Code Executive’s then Base Salary plus the amount of 1986the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, as amended multiplied times (y) three. The Company shall be deemed to have terminated the Executive’s employment pursuant to this Section 4.4 if such employment is terminated (i) by the Company without Cause, or (ii) by the Executive voluntarily for “Code”Good Reason.” For purposes of this Agreement, “Good Reason” means (a) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), shall become vested only authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) any failure by the Company to the extent provided pursuant to the terms comply with any of the applicable restricted stock agreement and the provisions of Section 2, Section 3, Section 7 or Section 17 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (c) the Company’s requiring the Executive to be based at any office or location other than the greater Orlando, Florida area except for travel reasonably required in the performance of the Executive’s responsibilities; (d) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; (e) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement; or (f) any termination by the Executive for any reason during the three-month period following the effective date of any “Change in Control”. For purposes of this Section 9 shall not apply to 4.4, any shares good faith determination of restricted stock that are intended to constitute performance-based compensation. Bonus payments to “Good Reason” made by the Associate in accordance with this Section 9 Executive shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveconclusive.

Termination Without Cause. The Company (a) At any time Employer shall have the right to terminate the Employment Term and the Executive's employment hereunder by written notice to the Executive. Any demotion resulting in a material adverse change in the duties, responsibilities or role, or reporting relationships of the Employee or movement of the Company's offices (as set forth in the first paragraph of this Agreement) in excess of seventy-five (75) miles shall be treated as a termination without Cause at any timecause of the Executive. If the Executive is a licensed professional, e.g., Certified Public Accountant or attorney-at-law, then any situation where the Executive is asked to take, certify or sanction any course of action which such licensed professional Executive is prohibited from doing by his/her profession's rules, regulations, or code of ethics and such action or refusal to take such action in any way leads to the Executive's termination or resignation, then such termination shall be treated as a Termination Without Cause or Termination for Good Reason as defined herein. Upon any termination pursuant to this Section 9 (that is effected not a termination under any of Sections 7, 8, or 10), Employer shall continue to pay (through Employer's regularly scheduled payroll) to the Executive (A) the Annual Base Salary at the date of termination for the one (1) year and (B) pay (within forty-five (45) days of the last day of employment) any earned Performance Bonus prorated as of the date of termination. Employer shall also continue to pay the premiums for the same or substantially similar Welfare Benefits and the Executive shall be entitled to the other benefits set forth in Section 5(b), (d) and (e) for the remainder of the Term. In the event such entitlement is not allowed by law, the Executive shall be entitled to the cash equivalent of that benefit. (b) The Options and any previously granted or subsequently granted stock options shall immediately vest upon a Termination without Cause and shall be exerciseable and may be sold by Executive subject to no restrictions by Employer (other than those imposed by the Company Employer's then current ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy or by federal and state securities laws). (c) The Employer shall have no further liability hereunder (other than as described in Section 8, then, under such circumstances and subject for reimbursement for reasonable business expenses incurred prior to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; providedsubject, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 5(a)). The Executive shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive all severance payments and benefits hereunder regardless of any of future employment undertaken by the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveExecutive.

Termination Without Cause. (a) The Company shall have the right to may terminate the Employment Term without Cause Employee’s employment hereunder at any time. If , for any reason, without cause, effective upon the termination is effected date designated by the Company other than upon ninety (90) days written notice to Employee. (b) In the event of a termination of Employee’s employment hereunder pursuant to Section 9.3(a), Employee shall be entitled to receive all accrued but unpaid (as described of the effective date of such termination) Base Salary, Benefits and Bonuses plus the Severance Pay (as defined herein); provided, that the amount of any Option Compensation will be determined in accordance with this Section 89.3(b). Subject to Section 9.6, thenany accrued but unpaid Option Compensation payable by virtue of a termination pursuant to this Section 9.3 or Section 9.4 will be paid in the form of a cash lump sum (in lieu of an actual stock option grant) in an amount equal to the estimated fair value (pro-rated, under such circumstances as applicable) of the stock option that otherwise would have been granted in respect of that Option Compensation, but for the termination. Such estimated fair value will be determined by the Company’s independent auditor: (i) in the case of Option Compensation payable in respect of a completed fiscal year, as of the applicable Customary Payment Date using the Black-Scholes model and the following assumptions: (A) option exercise price equal to the Fair Market Value as of the Customary Payment Date, (B) remaining option duration equal to eight years, (C) risk-free rate of return equal to the yield to maturity as of the Customary Payment Date of non-callable ten year U.S. Treasury Notes with a remaining term of eight years, (D) volatility equal to the standard deviation of the daily change in the Fair Market Value for the eight year period immediately preceding the Customary Payment Date, and (E) a dividend yield equal to the sum of the dividends per share paid on Common Stock in the twelve month period immediately preceding the Customary Payment Date, divided by the Fair Market Value as of the Customary Payment Date; and (ii) in the case of Option Compensation payable in respect of the year of termination, as of the date of termination using the Black-Scholes model and the same assumptions as those set forth above except that: (A) the option exercise price is equal to the Fair Market Value as of the date of termination, and (B) the number of shares subject to the Associate’s continued compliance with option is forty-five thousand (45,000) pro-rated, based on the number of full and partial months of the fiscal year transpired prior to the date of termination. Except as specifically set forth herein, all Base Salary, Benefits and Bonuses shall cease at the time of such termination, subject to the terms of any benefit or compensation plan then in force and applicable to Employee. All outstanding options shall become immediately vested and exercisable. (c) For the purposes of this Agreement, the term “Severance Pay” shall mean a lump sum in cash to be paid by the Corporation to the Employee within fifteen (15) days after the effective date of the event giving rise to such payment (the “Severance Event”) in an amount equal to (i) the AssociateEmployee’s Base Salary, computed based on the Base Salary then in effect hereunder will continue to be on the date of the Severance Event, which would have been payable in accordance with for the Company’s payroll policy through the Employment Termthirty-six (36) month period commencing on such termination, (ii) any compensation previously deferred by the Associate shall be Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid within sixty and (60iii) days after termination the pro rata portion maximum amount of Bonuses and Benefits that would have been payable or otherwise made available for the thirty-six (36) month period commencing on such termination. For this purpose, the maximum amount of the Bonus earnedOption Compensation that would have been made available to Employee during the thirty-six (36) month period commencing on such termination will be deemed to be the estimated fair value of an option to purchase 180,000 shares of Common Stock, if any, through determined by the Company’s independent auditor as of the date of termination using the Black-Scholes model and the following assumptions: (A) option exercise price equal to the Fair Market Value on the date of termination, (iiiB) all outstanding and unvested stock options previously granted remaining option duration equal to eight years, (C) risk-free rate of return equal to the Associate by yield to maturity as of the Parent Company shall immediately vest in full without regard date of termination of non-callable ten year U.S. Treasury Notes with a remaining term of eight years, (D) volatility equal to the achievement standard deviation of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or daily change in the stock option agreements between Fair Market Value for the Parent Company and eight year period immediately preceding the Associate with respect to such stock optionsdate of termination, and (ivE) all outstanding and unvested shares of restricted stock (if any) previously granted a dividend yield equal to the Associate sum of the dividends per share paid on Common Stock in the twelve month period immediately preceding the date of termination, divided by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) Fair Market Value as of the Internal Revenue Code date of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovetermination.

Termination Without Cause. The Company shall have the right to may, with or without reason, terminate the Period of Employment Term and Executive’s employment hereunder without Cause at any time, by providing Executive written notice of such termination. If In the event of the termination is effected of the Period of Employment and Executive’s employment hereunder due to a termination by the Company without Cause (other than as described in Section 8due to Executive’s death or Permanent Disability), then, under such circumstances and subject then Executive shall be entitled to the Associate’s continued compliance with the terms of this Agreement, receive: (i) the Associate’s Base Salary then in effect hereunder will continue to be a lump sum cash payment, payable in accordance with the Company’s payroll policy through the Employment Term, within ten (ii10) the Associate shall be paid within sixty (60) business days after termination of Executive’s employment equal to the pro rata portion sum of (A) any accrued but unpaid Base Salary as of the Bonus earneddate of Executive’s termination of employment hereunder (including any accrued but unpaid personal time off), (B) the Earned/Unpaid Annual Bonus, if any, through and (C) an amount equal to three and a half times the date then current Base Salary. (ii) any remaining unvested stock options or restricted stock shall thereupon automatically be deemed vested and remain exercisable for the duration of terminationthe term of such award, notwithstanding any other provision of this Agreement or applicable plans; and (iii) all outstanding and unvested stock options previously granted to continued participation in the Associate by Company’s group health insurance plans at the Parent Company shall immediately vest Company’s expense until the earlier of (A) the expiration of the two (2) years from the effective date of termination or (B) Executive’s eligibility for participation in full without regard to the achievement group health plan of any applicable performance conditions, unless otherwise prohibited by the Option Plan (a subsequent employer or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsentity for which Executive provides consulting services; provided, however, that any shares of restricted stock that are intended the amount otherwise payable to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided Executive pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 7(b)(i)(C) shall be reduced by the amount of any cash severance or termination benefits paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingto Executive under any other severance plan, the Associate shall not be entitled to receive any severance program or severance arrangement of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (but not reduced by any other payment to Executive whatsoever, including (without limitation) any payment by the “Release”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 or other benefits under this Agreement. As a condition precedent to any Company obligation to the Executive pursuant to this Section 7(b), the Executive shall, upon or promptly 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 senior executives) and such release shall have not been revoked by the period during which Executive pursuant to any revocation rights afforded by applicable law. The Company shall have no obligation to make any payment to the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Executive pursuant to Section 9 shall be paid 7(b) unless and until the Release has been signed release contemplated by this Section 7(b) becomes irrevocable by the Executive in accordance with all applicable laws, rules and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveregulations.

Termination Without Cause. Upon an Involuntary Termination under Section 3.2(b) of the Plan: (i) The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject make a lump sum cash severance payment to the Associate’s continued compliance with Executive in an amount equal to one-and-one-half (1 ½) times the terms of this Agreement, (i) the AssociateExecutive’s Base Salary then in effect hereunder the Plan Year in which the Executive’s Separation from Service occurs. (ii) The Company shall make a lump sum payment to the Executive in an amount equal to the sum of (A) any annual bonus that the Executive had earned in the Plan Year prior to the Plan Year in which the Executive’s Separation from Service occurred, but which was unpaid as of the Executive’s Separation from Service, and (B) a pro rata amount of the Executive’s Target Annual Bonus for the Plan Year in which the Executive’s Separation from Service occurs, based on the number of days elapsed in the Plan Year as of the Executive’s Separation from Service. (iii) To the extent permitted by law, the Company shall pay the Executive a lump sum amount equal to the Company portion of the cost of continuing coverage under the Company’s group health benefits plan (so-called “COBRA premiums”) for the Executive and the Executive’s family (if the Executive qualifies for and elects that coverage) for a period of up to twenty-four (24) months (“COBRA Premium Period”) following the Executive’s Separation from Service, if the Executive is eligible and elects such continuing coverage, at the same costs (e.g., employee contribution) and coverage levels and under the same general terms and provisions of such plan as apply to active employees after the Executive’s Separation from Service. Nothing in this Agreement shall be construed to extend the period over which COBRA continuation coverage must be provided to the Executive or the Executive’s dependents beyond that mandated by law. To the extent the provision of health benefits to Executive under to this Section 2(b)(iii) extends beyond the period required by COBRA, such benefits will continue to be payable provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). (iv) Notwithstanding anything in the Company’s payroll policy Stock Plan or any of Executive’s Stock Award Agreements to the contrary, each of Executive’s equity awards granted under the Stock Plan that are outstanding at the time of the Executive’s Separation from Service, whether subject to time-based or performance-based vesting, shall continue to vest as if Executive had remained employed through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion one-year anniversary of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive’s Separation from Service; provided, howeverthat, that any shares of restricted stock that are intended for an award subject to constitute performance-based compensation within vesting, the meaning of Section 162(m) amount of the Internal Revenue Code of 1986award that vests following an Executive’s Separation from Service shall be determined based on actual performance achieved by the Executive or Company during the relevant performance period, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release case may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovebe.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Employee’s employment Without Cause at any time. If the termination is effected by Upon termination, the Company other shall pay to Employee (i) any compensation (including accrued vacation time and a pro-rated bonus under the Company’s Bonus Plan through the date of termination Without Cause) due that would otherwise have been payable through the date of termination Without Cause promptly after the date of termination Without Cause (but the pro-rated bonus will be paid when otherwise payable had he continued as an employee of the Company) and (ii) two year’s base salary plus, if Employee has completed more than five years of service, including service as described a member of the Board of Directors, an additional amount equal to his monthly base salary for each year of completed service in Section 8, then, under such circumstances and subject to the Associate’s continued compliance excess of five years which shall be paid in 24 equal monthly payments commencing with the terms month following the month in which his employment is terminated Without Cause and shall be paid when otherwise payable had he continued as an Employee and the Company shall have no further obligations to Employee under this Agreement. If Employee is a Specified Employee on the date his employment is terminated Without Cause, the monthly payments under Section 5(c)(ii) shall not commence until the first month next following the six-month anniversary of the date his employment so terminated. For purposes of this Agreement, (i) an Employee shall be considered a “Specified Employee” as provided in Code §409A and the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with Treasury regulations promulgated thereunder. If Employee dies after his employment is terminated Without Cause and before his receipt of all salary continuation payments due Employee under this Section 5(c), the Company’s payroll policy through the Employment Term, (ii) the Associate balance shall be paid within sixty (60) days after termination to his estate in the pro rata portion same manner and at the same time as specified in this Section 5(c). During the required period of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation continuation coverage within the meaning of Section 162(mCode §4980B(f)(2)(B)(i)(I), Employee shall be reimbursed by the Company within five days of each payment by Employee of the monthly premium payable to continue coverage of Employee and his dependents under the Company’s group health plan or plans following the date his employment is terminated Without Cause in an amount equal to the amount of that monthly premium payable by Employee for such continuation coverage. Termination “Without Cause” means the termination of Employee’s employment either (i) by the Company for a reason other than for Cause or (ii) by the Company or Employee resulting from a “Change of Control.” For purposes of this Agreement, a “Change of Control” means the occurrence of any of the following events: (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange Act”)), shall become vested only to other than one or more Permitted Holders, is or becomes the extent provided pursuant to “beneficial owner” (as defined in Rule 13d-3 under the terms Exchange Act), directly or indirectly, of securities of the applicable restricted stock agreement and Parent representing (1) 50% or more of the provisions combined voting power of the Parent’s then outstanding securities prior to a “Qualified Public Offering” (which, for purposes of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.Agreement,

Termination Without Cause. The At any time the Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected Executive’s employment hereunder by the Company other than as described in Section 8, then, under such circumstances and subject written notice to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that the Company shall (i) pay to Executive any shares unpaid Base Salary accrued through the effective date of restricted stock that are intended termination specified in such notice, and (ii) pay to constitute performance-based compensation the Executive in a lump sum, in cash within 30 days after the meaning date of Section 162(memployment termination, an amount equal to the product of (x) the sum of the Internal Revenue Code Executive’s then Base Salary plus the amount of 1986the highest annual bonus or other incentive compensation payment theretofore made by the Company to the Executive, as amended multiplied times (y) one. The Company shall be deemed to have terminated the Executive’s employment pursuant to this Section 4.4 if such employment is terminated (i) by the Company without Cause, or (ii) by the Executive voluntarily for “Code”Good Reason.” For purposes of this Agreement, “Good Reason” means (a) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), shall become vested only authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (b) any failure by the Company to the extent provided pursuant to the terms comply with any of the applicable restricted stock agreement and the provisions of Section 2, Section 3, Section 7 or Section 17 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (c) the Company’s requiring the Executive to be based at any office or location other than the greater Orlando, Florida area except for travel reasonably required in the performance of the Executive’s responsibilities; (d) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; (e) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement; or (f) any termination by the Executive for any reason during the three-month period following the effective date of any “Change in Control”. For purposes of this Section 9 shall not apply to 4.4, any shares good faith determination of restricted stock that are intended to constitute performance-based compensation. Bonus payments to “Good Reason” made by the Associate in accordance with this Section 9 Executive shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveconclusive.

Termination Without Cause. The If your employment with the Company shall have the right to terminate the Employment Term is terminated without Cause at any time. If the termination is effected by the Company other than (as described in Section 8, then, under such circumstances and subject defined below) prior to the Associate’s continued compliance vesting date, your Options shall continue to vest following your termination date and, upon the vesting date of January 1, 2009, shall be exercisable in accordance with the terms of this Section 3 of the Agreement, but in no event shall your options be exercisable after December 31, 2009. If your employment with the Company is terminated by the Company without Cause on or after the vesting date, you or your guardian or legal representative (or your estate or the person who acquires the Options by will or the laws of descent and distribution or otherwise by reason of your death if you die during such period) may exercise your Options, subject to the further provisions of this Agreement, at any time during an Exercise Month that is within the period following such termination until December 31, 2009, but only as to the vested number of Units, if any, that you were entitled to purchase hereunder as of the date your employment so terminates. For purposes of this paragraph 3(c), ‘Cause’ means (i) your commission of an act of fraud, embezzlement or willful breach of a fiduciary duty to the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with Company or an Affiliate (including the Company’s payroll policy through unauthorized disclosure of or proprietary material information of the Employment TermCompany or an Affiliate), (ii) the Associate shall be paid within sixty your conviction (60or a plea of nolo contendere in lieu thereof) days after termination the pro rata portion of the Bonus earneda felony or a crime involving fraud, if any, through the date of terminationdishonesty or moral turpitude, (iii) all outstanding and unvested stock options previously granted your willful failure to follow the Associate by written directions of the Parent Chief Executive Officer of the Company shall immediately vest in full without regard to or an Affiliate, management of the achievement of any applicable performance conditionsCompany or an Affiliate, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between board of the Parent Company Company’s general partner, in the case of executive officers of the Company’s general partner, when such directions are consistent with your customary duties and the Associate with respect to such stock options, responsibilities and where your refusal has continued for more than 10 days following written notice; (iv) all outstanding and unvested shares your willful misconduct as an employee of restricted stock (if any) previously granted the Company or an Affiliate which includes your failure to adhere to the Associate by Code of Business Conduct and Ethics of the Parent Company shall immediately vest in full without regard Company’s general partner; (v) your willful failure to render services to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (Company or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate an Affiliate in accordance with this Section 9 shall be paid no later than two and one-half your employment arrangement, which failure amounts to a material neglect of your duties to the Company or an Affiliate, or (2½vi) months following your substantial dependence, as determined by the calendar year in which the termination without Cause occurred. Notwithstanding the foregoingCommittee, the Associate shall not be entitled to receive on any drug, immediate precursor or other substance listed on Schedule IV of the payments or benefits described Federal Comprehensive Drug Abuse Prevention and Control Act of 1970, as amended, as determined in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None sole discretion of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCommittee.”

Termination Without Cause. The At any time the Company shall have the right to terminate the Term of Employment Term without Cause at by written notice to the Executive. Upon any time. If the termination pursuant to this Section 5.4 (that is effected by not a termination under any of Sections 5.1, 5.2, 5.3, or 5.5), the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, shall (i) pay to the AssociateExecutive any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary then in effect for a period of twelve (12) months from notice of termination hereunder will continue to be payable in accordance installments consistent with the Company’s normal payroll policy schedule, subject to applicable withholding and other taxes (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he was receiving under Section 4.2 hereof (the “Benefits”) through the Employment Termend 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, (ii) then the Associate 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. 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 paid within sixty 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 (60other than for (x) days after termination the pro rata portion of the Bonus earned, if any, through reimbursement for reasonable business expenses incurred prior to the date of termination, (iii) all outstanding and unvested stock options previously granted subject, however, to the Associate by the Parent Company shall immediately vest in full without regard to the achievement provisions of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock optionsSection 4.1, and (ivy) all outstanding and unvested shares payment of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, compensation for unused vacation days that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following have accumulated during the calendar year in which the such termination without Cause occurredoccurs). Notwithstanding the foregoingFor all purposes under this Agreement, the Associate 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 not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against treated as if the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in terminated this Agreement pursuant to this Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above5.4.

Termination Without Cause. (a) The Company shall have may remove Executive, at any time, without cause, from the right to terminate position in which he is employed hereunder (in which case the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60deemed to have ended) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted upon not less than 30 days' prior written notice to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsExecutive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any shares of restricted stock that are intended additional services to constitute performance-based compensation within the meaning of Company and shall be allowed to seek other employment. Upon any such removal, except as provided in Section 162(m5.4(b) below, Executive shall be entitled to receive, as liquidated damages for the failure of the Internal Revenue Code of 1986Company to continue to employ Executive, as amended only the amount due to Executive under the Company's then-current severance pay plan for employees and (the “Code”), shall become vested only i) Base Salary to the extent provided pursuant already earned and a payment equal to any unused vacation, which shall be paid in a single lump sum on the day the Employment Term ends, and (ii) any other benefits in accordance with the terms of any applicable plans and programs of the applicable restricted stock agreement and the provisions of Company. No other payments or benefits shall be due under this Section 9 Agreement to Executive, but Executive shall not apply be entitled to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate other benefits in accordance with this Section 9 shall be paid no later than two the terms of any applicable plans and one-half programs of the Company. (2½b) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, upon such removal, in the Associate shall event that Executive executes (and does not be entitled revoke) the Release as to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of and all claims against the Company and its affiliates all related parties with respect to all matters arising out of Executive's employment by the Company (other than any indemnification rights, or all entitlements under the “Release”terms of this Agreement or under any other plans or programs of the Company in which he participated and under which he has accrued a benefit or continues to have rights), and the period during which termination thereof, Executive shall be entitled to receive, commencing on the eighth day following the execution of the Release may be revoked has expired without the Associate having revoked the Release. None by Executive, in lieu of the payments or benefits payment described in subsection (a) hereof, which Executive agrees to waive, as liquidated damages for the failure of the Company to continue to employ Executive, (i) continuation for two years of Executive's Base Salary in --------- accordance with Section 9 shall be 1.4 (without regard to Executive's removal), (ii) any other amounts earned, vested, or owing but not yet paid until under Section 1 above, (iii) a pro-rata portion of any incentive compensation to the Release has extent such amount would have been signed and become effectiveearned in accordance with the terms of such programs specified in Section 1.7 above for the then current fiscal year of the Company, (iv) a payment equal to any unused vacation, and (v) any payments, which would otherwise be payable during such sixty-day period prior other benefits in accordance with the terms of any applicable plans and programs of the Company. The Company shall have no further liability or obligation to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveExecutive for compensation under this Agreement.

Termination Without Cause. The Company shall have the right (a) Bluegreen may, by written notice to Employee, terminate the Employment Term without Cause Employee's employment hereunder at any timetime without cause, or elect not to renew this Agreement without cause, provided that it delivers to Employee written notice of such termination or election and provides to Employee the payments required in this paragraph. If Upon termination of Employee's employment pursuant to this Paragraph , Employee shall be paid the base salary to which Employee is entitled under paragraph 5 hereof, at Bluegreen's regular and customary intervals for such payment. The following events shall, ipso facto, constitute a termination without cause: (i) Employee is effected by the Company other than as described in Section 8assigned to any position, then, under such circumstances and subject to the Associate’s continued compliance duties or responsibilities that are significantly diminished when compared with the terms position, duties or responsibilities of the Employee on the date of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue except when such action is taken because of Employee's inability to be payable in accordance with the Company’s payroll policy through the Employment Term, perform his duties; (ii) the Associate Employee is requested to engage in conduct that is reasonably likely to result in a violation of law; (iii) the failure by Bluegreen to obtain the assumption of, and agreement to perform, this Agreement by any successor to its business; (iv) repudiation by Bluegreen of any material obligation of Bluegreen under this Agreement; (v) the sale of all or substantially all of the business and/or assets of Bluegreen or the liquidation of Bluegreen. The payments shall continue for twelve (12) months following termination. (c) In the event of a termination of Employee's employment under the preceding subparagraph, and thereafter Employee obtains other employment then, to the extent that Employee receives compensation (whether in the form of salary, bonus or otherwise) from such other employment, the payments to be made by Bluegreen under any provision of this Agreement shall be paid within sixty correspondingly reduced, dollar-for-dollar, by such compensation received by Employee through such other employment. Upon the termination of employment, Bluegreen shall further promptly pay to Employee all other amounts to which Employee is entitled (60eg. expense accounts, vacation pay, etc.). (d) days after Upon termination without cause by Bluegreen, Employee shall, in addition to the payment of the base salary above provided for, and to all other amounts due him from Bluegreen, receive at the same time as bonus payments are made to other executive Employees, a pro rata portion share of any bonus payable for the Bonus earnedfiscal year during which the termination occurred, if any, through determined upon the date same basis that his bonus would have been determined had he continued in employment for the entire fiscal year of termination, (iii) all outstanding and unvested stock options previously granted to provided that at the Associate by the Parent Company shall immediately vest time of payment he is not in full without regard to the achievement breach of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described continuing obligations imposed upon him in Section 9 unlessparagraph 15 hereof. (e) Upon Employee's termination by Bluegreen without cause, all options theretofore granted to Employee that are not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 vested shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveimmediately vest.

Termination Without Cause. The Company shall have has the right to terminate the Employment Term employment of the Executive without Cause Cause, upon at any time. If the least thirty days’ prior written notice, if such termination is effected approved by a 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 9(b), the Company other than as described in Section 8, then, under such circumstances and subject to shall provide the Associate’s continued compliance Executive with the terms of following “Termination Benefits,” and the Company shall have no further obligations to pay compensation or benefits under this Amended Agreement, : (i) a lump sum cash payment, within thirty days following the AssociateDate 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 Base Salary then most recent annual bonus or Executive’s target bonus for the year in effect hereunder will which the Date of Termination occurs (if no target bonus has been set for such year, the Executive’s target bonus for the prior 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 benefits to be payable the Executive (and/or the Executive’s family) at least equal to those which would have been provided to them in accordance with the Companyplans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earnedemployment had not been terminated or, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted more favorable to the Associate by the Parent Company shall immediately vest Executive, as in full without regard to the achievement of effect generally at any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate time thereafter with respect to such stock options, other senior executives of the Company (and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”their families) (or successor plan) or in addition, if the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Executive is eligible for “COBRA” continuation health coverage under Section 162(m) 4980B of the Internal Revenue Code of 1986, as amended (the “Code”or any successor provision), such coverage shall become vested only to commence upon the extent provided pursuant to the terms end of the applicable restricted stock agreement and coverage for the provisions of this Section 9 shall not apply to any shares of restricted stock severance period); provided, however, that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive if any of the payments 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, such benefits will be provided at the Executive’s cost subject to reimbursement during any such period; and provided further, however, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 herein shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable secondary to those provided under such other plan during such sixty-day applicable period prior to of eligibility; and (iv) the date the Release becomes effective, Executive shall be accumulated credited with three additional years of service and paid to age for purposes of eligibility for retiree health benefits under any retiree health plan maintained by the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCompany.

Termination Without Cause. The Company shall have (A) Notwithstanding anything contained herein to the right to terminate the Employment Term without Cause at any time. If the termination is effected by contrary, the Company also may terminate this Agreement and Executive’s employment hereunder for reason other than as described in Section 8death, then, under such circumstances and subject incapacity or cause upon no less than 60 days’ prior written notice to Executive. In the Associate’s continued compliance with event that the terms of Company terminates this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided Agreement pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 5(c)(ii), Executive shall be entitled to receive a severance payment equal to 100% of Executive’s Annual Salary at the time of termination (the “Severance Payment”). Subject to Section 10 hereof, the Severance Payment shall be payable in a series of 12 monthly installments commencing on the first day of the month following the date of termination. If for any reason any court determines that any of the restrictions contained in Section 8 hereof are not apply enforceable, the Company shall have no obligation to pay the Severance Payment or any shares remaining installment thereof to Executive. The Company agrees that it will not petition any court to determine that any of restricted stock that the restrictions contained in Section 8 hereof are intended not enforceable in order to constitute performance-based compensation. Bonus payments avoid the obligation to pay the Severance Payments referenced above. (B) If the Company is obligated by law (including the WARN Act or any similar state or foreign law) to pay Executive severance pay, a termination indemnity, notice pay, or the like, then the amount of such legally required pay shall reduce the Severance Payment hereunder. (C) Notwithstanding anything herein to the Associate in accordance with this Section 9 contrary, the payment of any Severance Payments hereunder to Executive shall be paid no later than two subject to the execution by Executive (and one-half failure to revoke) of a general release of the Company and its affiliates of any and all claims under this Agreement or related to or arising out of Executive’s employment hereunder, in a form and manner satisfactory to the Company and Executive. (2½D) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall Executive will not be entitled to receive any Severance Payments under this Section 5(c)(ii) in the event that this Agreement is terminated as a result of the payments Company’s giving notice of non-renewal prior to the end of the Initial Term or benefits described any Additional Term as provided in Section 9 unless, not later than sixty 2 above. (60E) days after In the event of termination dateby the Company without Cause, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until obligated to pay Executive only Executive’s salary up to the Release has been signed and become effective, date of termination and any payments, which would otherwise be payable during such sixty-day period earned but unpaid bonus with respect to any calendar year ended prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveof termination.

Termination Without Cause. The Company shall have In the right to terminate event that the Employment Term without Cause at any time. If the termination Executive's employment hereunder is effected terminated by the Company Company, other than as described for Disability in accordance with Section 89(b) or for Cause in accordance with Section 9(c) or by expiration of the Term pursuant to notice of non-extension in accordance with Section 2, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, he shall be entitled to: (i) the Associate’s payment of his Base Salary then at the annualized rate in effect hereunder will continue to be payable on the Termination Date, in accordance with biweekly payments for a period of 24 months following such termination or until the Company’s payroll policy through end of the Employment Term, whichever is longer; (ii) prompt payment of a Pro-Rata Annual Incentive Award for the Associate shall be paid within sixty year in which his employment terminates; (60iii) days after termination for Stock Options granted prior to the pro rata portion Effective Date, vesting, as of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by tranche not vested in the Option Plan (or successor plan) or year in which termination occurs with continued exercisability of vested Stock Options for a period of two years following the stock option agreements between the Parent Company and the Associate with respect to such stock options, and date of termination; (iv) for Stock Options granted as of or following the Effective Date, full vesting and exercisability, as of the date of termination, for all outstanding Stock Options, each such Stock Option to remain exercisable for the lesser of (A) five years following the date of termination or (B) the remaining stated term of the Stock Option; and (v) continued participation, through the Salary Continuation Period, in all welfare benefit plans, programs and unvested shares arrangements (including, without limitation, all medical, dental, vision, hospitalization and life insurance coverages and benefits) in which he or his family members were participating on such date, on terms and conditions that are no less favorable to him and his family members than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company’s obligation under this Section 9(d)(iv) shall be 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 restricted stock a subsequent employer and provided further that, to the extent (if any) previously granted to that the Associate by Company’s plans do not permit continuation of coverages and benefits after the Parent Termination Date, the Company shall immediately vest provide the Executive, quarterly in full without regard advance, an amount that is sufficient (after taxes) to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended purchase such coverages and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovean individual basis.

Termination Without Cause. The Either the Executive or the Company shall have may terminate this Agreement and the right to terminate the Employment Term Executive's employment without Cause by providing at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, least thirty (i30) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsdays' 3-EXECUTIVE EMPLOYMENT AGREEMENT written notice; provided, however, that any shares the Company shall have the option of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) making termination of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms Agreement and termination of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate Executive's employment effective immediately upon notice, in accordance with this Section 9 which case Executive shall be paid no later than two his Base Salary through a notice period of thirty (30) 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 shall pay Executive within fifteen (15) days following termination, a lump sum amount equal to the Base Salary for the remaining term of the Agreement. The remaining term of the Agreement is defined as the difference between the last day of the Agreement as defined in Section 2.3(ii) and one-half (2½) months following the calendar date the Agreement was terminated as defined by the written notice. 4.3.2 In the event that termination occurs pursuant to Section 4.3.1 then, in addition to the payments specified in said 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 duties in the termination without Cause occurredsame 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. Notwithstanding the foregoing, the Associate The amount payable pursuant to this Section 4.3.2.1 shall not be entitled to receive any earned and payable as of the payments or benefits described in Section 9 unless, not later than sixty date that is fifteen (6015) days after the termination datedate such bonus, if any, would have been paid had the Associate has executed Executive remained employed for the full fiscal year. 4.3.3 The Board authorized the issuance of an option to purchase 200,000 shares of stock as part of the original offer of employment. In the event of a release Termination Without Cause as defined in paragraph 4.3, any unvested shares from that option will be handled as follows. If the Termination occurs on or before December 31, 2000, Executive shall be entitled to a total of claims against 100,000 shares of the Company above mentioned option. Any unvested shares necessary to make up the difference between the 100,000 shares and its affiliates (any shares already vested will vest immediately. If the “Release”)Termination occurs after December 31, 2000, all unvested shares, if any, of said option will vest immediately. Executive may exercise such options in accordance with the terms and conditions of the stock option plan and the period during agreement pursuant to which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.options were granted

Termination Without Cause. The Company shall have A. In the right event that MASIMO wishes to terminate the Employment Term this agreement without Cause cause at any timetime during the first year of this agreement, MASIMO shall be subject, independently of the obligation of payment for any outstanding amounts hereunder, […***…]. If termination without cause arises at any time during the second year of this agreement, MASIMO shall be subject to pay […***…]. This penalty shall be sufficient to compensate IVEMSA for damages caused due to early termination or termination without cause, in addition to (I) any amounts due and payable for services rendered hereunder, (II) additional pass through expenses as agreed and (III) seniority payments made by IVEMSA as a consequence of such earlier termination as provided or in clause IX, paragraph B). Such amounts shall be considered to indemnify IVEMSA for any investment made regarding hiring or administrative personnel, software, equipment, consulting assistance and all other items related specifically to this area. However, in the event of termination of this agreement by MASIMO during the first year hereof, MASIMO will be released of any such penalty fee, provided that MASIMO is effected by able to transfer this Agreement to any third party at IVEMSA’s satisfaction, and such third party contracts IVEMSA’s services for the Company other than as described in Section 8, thenremaining two years, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning provisions of Section 162(m) XII - A and B below. For the purposes of the Internal Revenue Code of 1986, termination as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensationstated. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar yearparagraph of this letter A, the first payroll date right of termination during the second calendar year following may be exercised exclusively after six months have elapsed as of the date conclusion of the Release becomes effectivefirst year of business. If IVEMSA decides to terminate this agreement without any cause, IVEMSA shall give a one hundred twenty - days prior notice to MASIMO, period in which MASIMO would be able to seek another Shelter supplier and make any arrangement in order to continue as described aboveLessee of the facility. If IVEMSA decides to terminate this agreement without any cause, IVEMSA shall be subject to payment of […***…], sufficient to compensate MASIMO for damages caused due to early termination or termination without cause by IVEMSA. In such event, MASIMO will assume any and all operations conducted by IVEMSA as well as any and all liabilities derived from such operations, including employees hiring and conditions.

Termination Without Cause. FOR GOOD REASON, OR DUE TO EXECUTIVE'S DEATH OR PERMANENT DISABILITY. The Company shall have the right to may terminate the Employment Term Executive's employment without Cause at any time. If time upon 15 days' prior written Notice to Executive, and Executive may terminate his employment with Good Reason at any time upon 15 days' prior written Notice to the termination is effected by the Company other than as described Company, in Section 8each case, then, under such circumstances and subject to any applicable cure periods (in the Associate’s continued compliance with the terms case of this Agreementa termination without Cause or for Good Reason, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest specified in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate Notice in accordance with this Section 9 5.1 shall constitute the "DATE OF TERMINATION"). For purposes of clarity, the Company's delivery of Notice in accordance with Section 2(a) of its decision not to renew the Term shall not constitute termination without Cause, and shall be governed by Section 5.5 below. Executive's employment shall also terminate upon the occurrence of Executive's death or Permanent Disability (in the case of a termination due to Executive's death or Permanent Disability, the date of the death or the date specified in a Notice from the Company indicating termination due to Permanent Disability shall constitute the "Date of Termination"). If Executive's employment is terminated pursuant to this Section 5.1, the Company shall promptly, or in the case of obligations described in clause (e) below, as such obligations become due to Executive, pay or provide to Executive (or his estate), (a) Executive's earned but unpaid Base Salary accrued through such Date of Termination, (b) accrued but unpaid vacation time through such Date of Termination, (c) any MIP Bonus required to be paid no later to Executive pursuant to this Agreement for any fiscal year of the Company ending prior to the Date of Termination, to the extent payable, but not previously paid, (d) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Section 3.5 above, and (e) any vested benefits and other amounts due to Executive under any plan, program, policy of, or other agreement with, the Company (together, the "ACCRUED OBLIGATIONS"). In addition, if Executive (or his estate) delivers to the Company a signed settlement agreement and general release in the form attached hereto as EXHIBIT D (the "RELEASE") and satisfies all conditions to make the Release effective, Executive (or his estate) shall be entitled to the following payments and benefits (the "SEVERANCE") from the Company: (i) payment, at the time and in the manner specified in SECTION 5.2 below, of an aggregate amount equal to Executive's Base Salary (at the rate then in effect, but disregarding any reduction of Base Salary in violation of this Agreement) for the period (the "SEVERANCE PERIOD") commencing on the Date of Termination and ending on December 31, 2010 or, if later, the date which is nine (9) months following delivery by the Company of Notice of its decision not to extend the Term (as contemplated by Section 2(a)), which Notice, if not previously given, shall be deemed to be given on the Date of Termination for any reason other than two death or Permanent Disability. If termination occurs due to death or Permanent Disability, then such amount shall be equal to the Base Salary that would have been payable to the Executive had he remained employed by the Company through December 31, 2010. The Severance payable to the Executive pursuant to this paragraph (i) is hereinafter referred to as the "BASE SALARY SEVERANCE"; (ii) payment, at the time specified in SECTION 5.2 below, of a pro rated portion of the MIP Bonus for the fiscal year in which the Date of Termination occurs, where such pro rated portion shall be determined based on the Company's actual performance for the full fiscal year in which such Date of Termination occurs, and one-half shall be equal to: (2½a) the MIP Bonus, if any, for the fiscal year in which such Date of Termination occurs, MULTIPLIED BY (b) a ratio determined by dividing the number of days Executive was employed during such fiscal year by 365 days; (iii) as of the Date of Termination, full vesting and exercisability of the Performance Option (and all other options either previously or hereinafter granted to Executive by the Company). All of said options shall remain outstanding and exercisable for twelve (12) months following the calendar year Date of Termination (and shall be exercisable by Executive's estate in which the termination without Cause occurredevent of his death). Notwithstanding To the foregoingextent the terms of this paragraph (iii) are inconsistent with the terms of that certain Stock Option Agreement (Non-Statutory Stock Option) previously executed between Executive and the Company (the "EXISTING OPTION AGREEMENT"), the Associate terms of this paragraph (iii) shall not be entitled to receive any supercede the terms of the payments Existing Option Agreement; and (iv) continued medical coverage of the type provided to Executive pursuant to SECTION 4 of this Agreement for Executive (if living) and his dependents for the Severance Period, to the extent each such individual received medical coverage immediately prior to such termination of employment, at the same cost to Executive and his dependents as such coverage cost immediately prior to such termination of employment (subject to premium increases affecting participants in such plan(s) generally), provided, that if the Board determines, in its sole discretion, that it is necessary or benefits described advisable for Executive to elect continuation medical coverage under Section 4980B of the Code and the regulations thereunder in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against order for the Company and to provide such coverage under its affiliates (the “Release”)healthcare plans, and the period during which Company so notifies the Release may be revoked has expired without Executive, Executive hereby agrees to make such an election. For the Associate having revoked avoidance of doubt, if the Release. None Company requires that Executive elect continuation coverage under Section 4980B of the payments or benefits described in Section 9 Code, such coverage shall nevertheless be paid until the Release has been signed provided to Executive and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, his dependents (as described above) at the same cost to Executive and his dependents as was paid for medical coverage immediately prior to Executive's termination of employment.

Termination Without Cause. The Anything contained in each of the Employment Agreements with ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ or in the GNP Agreement to the contrary notwithstanding, the Company may at any time terminate such Founder's employment with the Company under such Founder's Employment Agreement without cause by giving such Founder reasonable prior written notice thereof (but not less than 30 days prior to the effective date of such termination, subject however to such requirements and safeguards regarding the Founder's continued employment with the Company during such notice period as the Company may determine), which termination shall take effect at the time specified in such notice (which shall not in any event be prior to the date on which such notice is given to such Founder). A termination pursuant to this Section 4 is called a "Termination Without Cause" in this Agreement. In the ------------------------- event of such Founder's Termination Without Cause, neither such Founder nor his beneficiaries or estate shall have any rights or claims against the right Company except: to terminate receive all accrued and unpaid Salary earned by such Founder pursuant to Section 3 of this Agreement through the effective date of such termination; to receive all accrued and unpaid benefits to which the Founder is entitled pursuant to Section 4.2 of such Founder's Employment Agreement through the effective date of such termination and to receive, during any "COBRA" continuation period mandated by law during which the terminated Founder (x) is not eligible for coverage under another group health insurance plan and (y) continues coverage during such continuation period under the Company's group health insurance plan, an amount equal to the premium payments that the Company would have otherwise paid under such group health insurance plan to cover such Founder had such Founder not been terminated; to receive reimbursement for all amounts to which such Founder is entitled under Sections 2.6 and 2.7 of the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances Agreement; and subject to the Associate’s continued compliance by such Founder with the terms provisions of this Sections 11, 12, and 13 of such Founder's Employment Agreement, to continue to receive the salary in effect pursuant to Section 3 hereof on the effective date of such termination for a period of two years commencing on the effective date of such termination and continuing until (ibut excluding) the Associate’s Base Salary then second anniversary thereof, paid to such Founder in effect hereunder will continue to be payable in accordance with such installments as is the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted 's practice from time to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate time during such period with respect to such stock optionsthe payment of salaries and wages to its executive officers generally, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest but in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsevent not less than often than monthly; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986that, as amended (the “Code”), shall become vested only subject to the extent provided pursuant to the terms of the applicable restricted stock agreement and continued compliance by -------- ------- such Founder with the provisions of this Section 9 shall not apply to any shares Sections 11, 12, and 13 of restricted stock that are intended to constitute performance-based compensation. Bonus payments to such Founder's Employment Agreement, in the Associate in accordance with this Section 9 event such Founder shall be paid no later than two and oneemployed full-half (2½) months following time by another person or entity during such two-year period, such Founder shall have the calendar year in which option of receiving the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any unpaid balance of the payments or benefits described aggregate amount to which he is entitled hereunder in Section 9 unlessa single lump sum, not later than sixty (60) which shall be due and payable to such Founder within 15 days after the termination date, the Associate has executed a release Company's receipt of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during written certification from such sixty-day period prior Founder as to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveother employment.

Termination Without Cause. The Company shall have the right If, prior to terminate the Employment Term without Cause at any time. If the termination is effected by a Change in Control Date (including a situation in which a Change in Control Date never occurs), the Company terminates the Executive’s employment other than as described in Section 8for Cause, then, under such circumstances Disability or death and subject in all respects to the AssociateExecutive’s continued compliance with the terms of his obligations under this Agreement, including but not limited to the post-employment obligations set forth in Section 5 of this Agreement and the Executive being legally bound by a release of claims in the form attached hereto as Exhibit A, or such other form as may be agreed to by the Company and the Executive (the “Release”) , then the Executive shall be entitled to the following benefits, the distribution of which shall be subject to the provisions of Sections 4.4 and 4.7: (i) the AssociateCompany shall pay to the Executive, (1) in a lump sum in cash on the Date of Termination, the sum of the following amounts: (x) the Executive’s Base Salary then base salary through the Date of Termination, and (y) any accrued vacation pay, in effect hereunder will each case to the extent not previously paid, and (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) in accordance with the terms of the plan pursuant to which they were deferred (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); (ii) during the Severance Period, the Company shall continue to be payable pay to the Executive, in accordance with the Company’s regular payroll policy through practices, the Employment Termbi-weekly base salary amount at a rate equivalent to the Executive’s highest annual base salary during the two-year period prior to the Date of Termination with such payments to commence after the Release is binding on the Executive; and (iii) provided the Executive is eligible for and timely elects COBRA continuation coverage, during the Severance Period, the Company shall provide continued coverage to the Executive and the Executive’s family under the applicable Benefit Plans of the Company for those benefits which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Date of Termination (ii) to the Associate extent such benefits can be provided to non-employees, or to the extent such health insurance benefits cannot be provided to non-employees, then the cash equivalent thereof, based on the cost thereof to the Company, which cash amount shall be paid within sixty (60) days after termination proportionately over the pro rata portion of the Bonus earnedSeverance Period, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest monthly in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardsadvance); provided, however: (1) that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., that any shares of restricted stock that are intended health insurance benefits) from such employer on terms at least as favorable to constitute performance-based compensation within the meaning of Section 162(mExecutive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; and (2) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant that such payments are taxable to the terms Executive and/or extend beyond the COBRA continuation period for which Executive is eligible and has elected coverage (for the avoidance of the applicable restricted stock agreement and the provisions of doubt Executive shall not be entitled to benefits under this Section 9 shall 4.2(a)(iii) if the Executive is not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus eligible for or does not elect COBRA continuation coverage), then such payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year made monthly in which the termination without Cause occurredadvance. Notwithstanding the foregoing, the Associate shall not be entitled Company reserves the right to receive restructure the foregoing continued coverage arrangement in any of the payments manner necessary or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against appropriate to avoid penalties or negative tax consequences to the Company and its affiliates (or the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effectiveExecutive, as described abovedetermined by the Company in its sole and absolute discretion.

Termination Without Cause. The Company shall have (a) In the right to terminate event the Employment Term Executive's employment hereunder is terminated without Cause at any time. If the termination is effected by the Company cause other than a termination as described a result of, or in connection with or following, a Change in Control pursuant to Section 85, then, under such circumstances and subject the Executive shall be entitled to the Associate’s continued compliance with the terms of this Agreement, receive (i) the Associate’s Base Salary then greater of (x) the compensation described in Section 1.2(a) of this Agreement for the unexpired remainder of the Employment Period and the benefits described in Section 1.2(c) of this Agreement (other than those benefits, E.G. stock option plan, profit sharing plan and education benefits, which are available only to employees of the Corporation to which the Executive will not be entitled, except that, in the case of health, life, disability and other insurance plans or programs in which the Executive participated immediately prior to the termination, such benefits shall continue, provided that the Executive's continued participation is permissible under the general terms and provisions of such plans or programs, or in the event that such continued participation is barred or not otherwise permissible or available, the Corporation shall arrange to provide the Executive, at the expense of the Corporation, with benefits substantially similar to those which the Executive had been receiving under such plans health, life, disability and other insurance and programs immediately prior to the time of termination of the Executive's employment for the unexpired remainder of the Employment Period), or (y) one year's annual salary as in effect hereunder will continue to be payable on the date of such termination, in accordance either case together with the Company’s payroll policy through the Employment Term, (ii) an amount equal to the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earnedIncentive Compensation, if any, through the Executive received during the twelve-months' period immediately preceding such termination. All payments under this Section 4.3(a) shall be made in three substantially equal monthly installments, commencing on the first day of the first calendar month immediately following the month during which the date of termination, (iii) all outstanding termination occurred and unvested stock options previously granted to continuing on the Associate by the Parent Company shall immediately vest in full without regard to the achievement first day of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) each of the Internal Revenue Code of 1986two immediately succeeding consecutive calendar months, as amended (without present value discount, except that if the “Code”), shall become vested only Corporation is to the extent provided continue to provide benefits pursuant to clause (x) above, it shall do so for the terms longer of the applicable restricted stock agreement and unexpired remainder of the provisions Employment Period or one year from the date of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half such termination. (2½b) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate The Executive shall not be required to mitigate the amount of any payment or benefit to which he may be entitled under this Agreement by seeking other employment, nor shall any such amount be reduced by remuneration earned from other sources if his employment is terminated without cause. (c) The Executive agrees that the compensation and benefits to receive any which he shall be entitled in the event of termination of his employment hereunder without cause shall be in lieu of all other claims which the Executive may make against the Corporation by reason of such termination of employment. Reference herein to termination of the payments Executive's employment hereunder "without cause" shall not mean or benefits described in Section 9 unlessinclude, not later than sixty but shall specifically exclude, termination upon death, retirement or Total Disability of the Executive. (60d) days after The Executive and the Corporation recognize that, due to the relationship of the Executive and the Corporation and such relationship's susceptibility to public comment which may be injurious to the Executive or the Corporation, or both, it is necessary for the protection of both parties that neither party make any disparaging public statements concerning the termination dateof this Agreement and the arrangements made pursuant thereto. The Executive and the Corporation, accordingly, agree that neither the Associate has executed a release Executive nor the Corporation will make any public comments about the other at any time following the termination of claims against this Agreement without the Company and its affiliates (express prior approval of the “Release”)other party, which approval shall not be unreasonably withheld, conditioned or delayed, and subject in any event to any obligation on the period during which the Release may be revoked has expired without the Associate having revoked the Release. None part of the payments Corporation under applicable law, including federal securities laws, to issue a press release or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during to make public comment regarding such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovematters.

Termination Without Cause. The Company shall have the right to Aventis may terminate the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate Agreement with respect to such stock optionsthe entire Territory for all VEGF Products on twelve (12) months’ prior written notice to Regeneron. Except as otherwise provided below in this Section 19.2, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company Agreement shall immediately vest continue in full without regard to force and effect through the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan notice period set forth above (the “Incentive PlanTermination Notice Period”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) ). Upon expiration of the Internal Revenue Code of 1986Termination Notice Period, as amended (the “Code”), shall become vested only or earlier to the extent provided below in this Section 19.2, all licenses and rights granted to Aventis hereunder shall automatically terminate and revert to Regeneron (except to the extent required by Aventis to fulfill its obligations pursuant to Part A of Schedule 8, and upon the terms earlier of such fulfillment or written notice from Regeneron that it will not require such fulfillment, such licenses and rights, to the applicable restricted stock agreement extent not previously terminated, shall automatically terminate and revert to Regeneron), and the provisions of this Section 9 Part A of Schedule 8 shall apply. During the Termination Notice Period, to the extent set forth or requested in one or more written notices from Regeneron to Aventis hereunder (i) such licenses and rights granted to Aventis shall automatically terminate as of a date specified in such notice(s) (but not later than the Termination Notice Period) and (ii) Aventis will promptly take the actions required by Part A of Schedule 8 and Regeneron will reasonably cooperate with Company (for avoidance of doubt, such cooperation shall not apply require Regeneron to pay any shares of restricted stock that are intended amounts or incur any liabilities or obligations not otherwise required hereunder to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid or incurred by Regeneron) to facilitate Regeneron’s (or its nominee’s) expeditious assumption during the Termination Notice Period, with as little disruption as reasonably possible, of the continued Development and/or Commercialization of such VEGF Product(s). In addition, during the Termination Notice Period (i) Company shall have no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled obligation to receive pay to Regeneron any of the milestone payments or benefits described in Section 9 unlesslisted on Schedule 2 for any Milestone events that occur during the Termination Notice Period, except for the $25,000,000 Milestone payment designated on Schedule 2 as milestone Number “1” if such Milestone event occurs during such period and (ii) Regeneron shall not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None prior written consent of the payments applicable Committee or benefits described in Section 9 shall be paid until the Release has been signed and become effectiveSub-Committee propose or implement any amendment or change to any Co-Development Plan, and any paymentsCo-Development Budget, which would otherwise be payable during such sixtyCountry Co-day period prior to the date the Release becomes effectiveCommercialization Plan, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effectiveCountry Co-Commercialization Budget, without interest, or, if such sixtyGlobal Co-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCommercialization Plan or Global Co-Commercialization Budget.

Termination Without Cause. If the Company shall terminate Executive's employment other than for cause, death or disability: a. The Company shall have the right to terminate the Employment Term without Cause at any time. If the termination is effected by pay Executive accrued and unpaid salary, and other previously earned, accrued and unpaid benefits from the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, its employee benefit plans through the date of terminationtermination (the "Termination Date"). b. The Company shall pay as liquidated damages to Executive and in lieu of any further salary payments hereunder for periods after the Termination Date, (iii) all outstanding and unvested stock options previously granted a one-time payment equal to 250% of Executive's annual salary as of the Termination Date, which amount shall be payable within one year of the Termination Date; c. In addition to the Associate by liquidated damages amounts that are payable to Executive, the Parent following shall apply: (i) Executive shall continue to participate in, and accrue benefits under all retirement plans or other compensatory plan of the Company shall immediately vest in full without regard for the remaining term of this Agreement as if the termination of employment of Executive had not occurred (with Executive being deemed to receive annually for the purposes of such plans Executive's then annual salary as of the Termination Date under Section 4 of this Agreement), except to the achievement of any applicable performance conditions, unless otherwise extent that such continued participation and accrual is expressly prohibited by the Option Plan (law, or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor extent such plan constitutes a "qualified plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of " under Section 162(m) 401 of the Internal Revenue Code of 1986, as amended (the “"Code”"), shall become vested only to the extent provided pursuant to by the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year plan, in which case the termination without Cause occurred. Notwithstanding the foregoingCompany shall provide Executive an equivalent, the Associate unfunded, non-qualified benefit; (ii) Executive shall not be entitled to continue to receive any all other employee benefits and then existing fringe benefits referred to in Section 4 hereof for the remaining term of this Agreement as if the termination of employment had not occurred; and (iii) all insurance or other provisions for indemnification, defense or hold-harmless of officers or directors of the Company that are in effect on the date the notice of termination is sent to Executive shall continue for the benefit of Executive with respect to all of his acts and omissions while an officer or director as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against action which may be applicable to such acts or omissions. If any payment or benefit to Executive under this Agreement would be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and federal income tax imposed by the Code, Executive's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of the Executive's net proceeds resulting from the payment of the Reduced Amount (hereinafter defined), after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by Executive under this Agreement such that no amount paid to Executive under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between Executive and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Executive (including groups or classes of participants or beneficiaries of which Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Executive ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Executive shall be limited to the Reduced Amount, then Executive shall have the right, in Executive's sole discretion, to designate those payments or benefits described in Section 9 unlessunder this Agreement, not later than sixty (60) days after any other agreements, and/or any Benefit Plans, that should be reduced or eliminated so as to avoid having the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may payment to Executive under this Agreement be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior subject to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveExcise Tax.

Termination Without Cause. The At any time, the Company shall have the right to may terminate the Employment Term employment of Executive without Cause at liability other than as set forth below, for any timereason not specified in Section 6.3 above, by giving thirty (30) days advance written notice to Executive. If the termination is effected by Company elects to terminate Executive pursuant to this Section 6.4, (a) the Company other than as described in Section 8, then, under such circumstances and subject shall pay to the Associate’s continued compliance with the terms of this AgreementExecutive all Accrued Compensation, (ib) the Associate’s Company shall continue to pay to Executive as provided herein Executive's Base Salary then in effect hereunder will continue over the period equal to be payable in accordance with twelve (12) months from the Company’s payroll policy through the Employment Termdate of such termination as severance compensation, (iic) the Associate Company shall be paid within sixty (60) days after termination the make a lump sum payment to Executive in an amount equal to a pro rata portion of the Bonus earnedExecutive's annual actual cash incentive bonus for Company's fiscal year preceding the year of termination based on the number of completed months of Executive's employment in the fiscal year plus twelve (12), (d) the vesting of all outstanding stock options held by Executive shall be accelerated so that the amount of shares vested under such option shall equal that number of shares which would have been vested if any, through the Executive had continued to render services to the Company for twelve (12) continuous months after the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement his termination of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock optionsemployment, and (ive) the Company shall pay all outstanding costs which the Company would otherwise have incurred to maintain all of Executive's health and unvested shares of restricted stock welfare, and retirement benefits (either on the same or substantially equivalent terms and conditions) if any) previously granted the Executive had continued to render services to the Associate Company for twelve (12) continuous months after the date of his termination of employment. The Company shall have no further obligations to Executive other than those set forth in the preceding sentence. During the period when such severance compensation is being paid to Executive, Executive shall not (i) engage, directly or indirectly, in providing services to any other business program or project that is competitive to a program or project being conducted by the Parent Company shall immediately vest in full without regard to or any Affiliated Company at the achievement time of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan such employment termination (the “Incentive Plan”) provided that Executive may own less than two percent (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m2%) of the Internal Revenue Code outstanding securities of 1986, as amended (the “Code”any publicly traded corporation), shall become vested only or (ii) hire, solicit, or attempt to solicit on behalf of himself or any other party or any employee or exclusive consultant of the extent provided Company. If the Company terminates this Agreement or the employment of Executive with the Company other than pursuant to the terms of the applicable restricted stock agreement and the provisions of Section 6.1, 6.2 or 6.3, then this Section 9 section 6.4 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveapply.

Termination Without Cause. The Either party may terminate this Agreement without cause upon 60 days' prior written notice by, (i) in the case of termination by the Company, a majority vote of the Independent Directors or by a vote of the holders of a majority of the outstanding shares of the Company's common stock, and (ii) in the case of termination by the Advisor, by a majority vote of the Board of Directors of the Advisor. In the event this Agreement is terminated by the Company without cause, or in the event this Agreement is not renewed by the Company without cause, the Company, in addition to its obligations under Section 16, shall pay the Advisor a termination or nonrenewal fee equal to the appraised present value of the amount of Administrative Fees that would have been earned under this Agreement through December 31, 2016. In making this calculation, the right appraiser shall give due consideration to terminate the Employment Term without Cause at any timerecord of the growth in the Company's Investment Assets through the date of termination or non-renewal. Such appraisal shall be conducted by an independent nationally-recognized appraisal firm mutually agreed upon by the Independent Directors (on behalf of the Company) and the Advisor and the costs of such appraisal shall be borne equally by the parties. If the parties are unable to agree upon such appraisal firm within 30 days following notice of termination is effected by or, in the Company other event of nonrenewal, the termination date, then the Independent Directors (on behalf of the Company) and the Advisor shall as soon as reasonably practicable, but in no event more than as described 45 days following notice of termination or, in Section 8the event of nonrenewal, thenthe termination date, under each choose a nationally-recognized independent appraisal firm to conduct an appraisal. In such circumstances and subject to the Associate’s continued compliance with the terms of this Agreementevent, (i) the Associate’s Base Salary then in effect hereunder will continue termination fee shall be deemed to be payable in accordance with the Company’s payroll policy through average of the Employment Term, appraisals as conducted by each party' s chosen appraiser and (ii) each party shall pay the Associate costs of its appraiser so chosen. Any appraisal conducted hereunder shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid performed no later than two and one-half (2½) months 45 days following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any selection of the payments appraiser or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveappraisers.

Termination Without Cause. (a) The Company shall have parties expressly acknowledge and agree that if the right University should terminate this Agreement prior to terminate the Employment Term without Cause at (expiration date) for any time. If the termination is effected by the Company reason other than as described reasons listed in Section Paragraphs 6, 7, 8, thenand 9, under such circumstances or for Instructor’s voluntarily leaving the position, then Instructor shall be entitled to claim damages from the University, pursuant to Paragraph 10(b), and subject further to the Associate’s continued compliance with the terms of this Agreement, following: (i) Instructor agrees that he has a duty to obtain new employment to mitigate any damages arising from termination under this paragraph 10. Any settlement or final judgment following any appeal of Instructor’s claim for damages against the Associate’s Base Salary then University shall be paid in effect hereunder will continue equal monthly installments from the date of settlement or judgment to the date the term of this Agreement would have ended had Instructor not been terminated, and such payments shall be payable reduced by any amounts Instructor receives or is to receive in accordance with the Company’s payroll policy through future from any source for services provided by Instructor during the Employment Term, remaining period covered by this Agreement. Instructor shall promptly notify the University if Instructor accepts employment or otherwise agrees to perform such services; and (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate University shall not be entitled to receive liable for any consequential, indirect, lost profit, punitive, special or similar damages even if the University has been advised of the payments or benefits possibility of such damages. (b) If the University should terminate this Agreement without cause, then, upon such termination becoming effective, Instructor shall submit a claim to the University for the damages Instructor believes to have incurred (subject to the limitations described in Section 9 unless, not later than sixty this paragraph 11). The University and Instructor shall attempt to resolve Instructor’s claim pursuant to a mediation process to be mutually agreed upon by the University and Instructor. Should the University and Instructor be unable to reach an agreement on the amount of damages due Instructor within thirty (6030) days after the termination dateInstructor submits his claim, the Associate has executed a release of claims then Instructor shall be entitled to pursue legal action against the Company University for such damages. All statements, documents, admissions, or proposals exchanged by the University and its affiliates (Instructor pursuant to the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits process described in Section 9 this paragraph 11(b) shall be paid until the Release has been signed deemed settlement and become effectivemediation materials and, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effectiveaccordingly, shall be accumulated and paid considered confidential to the Associate on extent permitted by law and may not be used by either the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins University or Instructor in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovefurther proceedings.

Termination Without Cause. The If the Company shall have the right to terminate the Employment Term terminates Executive’s employment without Cause at any time. If the termination is effected by the Company other than as described (defined below), Executive shall be entitled to receive, in Section 8, then, under such circumstances and subject addition to the Associate’s continued compliance with the terms of this Agreementamounts due under Section 10A, (i) the Associateas continuing severance pay at a rate equal to Executive’s Base Salary Salary, as then in effect hereunder will continue effect, for twelve (12) months from the date of termination of employment, plus a lump-sum payment equal to be a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each case, less all required tax withholdings and other applicable deductions, payable in accordance with the Company’s standard payroll policy through procedures, commencing on the Employment Termeffective date of a Separation Agreement and Release of claims against the Company and after the end of any applicable rescission or revocation period, and provided that Executive has not revoked or rescinded (iior attempted to revoke or rescind) any claims under such Release, in substantially the Associate form of Exhibit A attached hereto, the timely execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10B; provided that (1) such Separation Agreement and Release shall be paid executed and be fully effective within sixty (60) days after termination the pro rata portion of the Bonus earned, Executive’s termination of employment; (2) the first payment shall include any amounts that would have been paid to Executive if any, through payment had commenced on the date of terminationtermination of employment; and (3) Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (iiiand Executive’s dependents, as applicable) all outstanding and unvested stock options previously granted at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to the Associate by the Parent Company make such payments shall immediately vest in full without regard expire if Executive ceases to the achievement of any applicable performance conditions, unless be eligible for continuation coverage under COBRA or similar state law or otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to terminates such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurredcoverage. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the foregoing payments or benefits described due under this Section 10B shall commence within seventy (70) days of Executive’s termination of employment, provided that if such seventy (70)-day period spans two (2) calendar years, payments shall commence in Section 9 unless, the latter calendar year. In addition to the foregoing and subject to Executive’s timely execution of a Separation Agreement and Release that has been executed and not later than revoked within any applicable rescission period that has expired within sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 Executive’s termination of employment, Executive shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior entitled to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveimmediate vesting of all outstanding equity awards then held by Executive.

Termination Without Cause. The Company shall have the right to terminate the Employment Term without Cause at any timeOR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the termination Employee’s employment by the Company is effected terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as described a result of the Company’s non-extension of the Employment Term as provided in Section 82 hereof, thenthe Company shall pay or provide the Employee with the Accrued Benefits and, under such circumstances and subject to the AssociateEmployee’s continued compliance with the terms obligations in Sections 9, 10 and 11 hereof, the following, subject to the provisions of this Agreement, Section 23 hereof: subject to (iA) the AssociateEmployee’s Base Salary then timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through group health plan (to the Employment Termextent permitted under applicable law and the terms of such plan) which covers the Employee for a period of up to 18 months at the Company’s expense (other than as set forth in sub-section (B)), (iiprovided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(ii) shall immediately cease. Notwithstanding the Associate shall foregoing, if he benefits under the Company’s group health plan will be paid within sixty (60) days after termination taxable to the pro rata portion Employee, then in lieu of the Bonus earnedCompany’s payments for such continued participation, if any, through the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards). ; provided, however, that Company shall have no contractual or other obligation to make any shares of restricted stock that are intended payment to constitute performance-based compensation within which the meaning of Employee shall be entitled pursuant to this Section 162(m7(d) to the Employee unless (i) such payment receives the prior approval of the Internal Revenue Code of 1986appropriate federal banking agency, as amended if required at that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (the “Code”)ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, shall become vested only and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided pursuant to further, however, that this Agreement shall comply with 12 U.S.C. Section 1828(k), 12 C.F.R. Part 359, and other applicable federal and state laws, rules or regulations. For the terms avoidance of doubt, in the applicable restricted stock agreement and event that the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate Employee’s employment and/or Employment Term ends in accordance with this Section 9 8(d) any unvested shares of Restricted Stock shall be paid forfeited, but no later than two vested shares of Restricted Stock shall be forfeited. Payments and one-half (2½benefits provided in this Section 8(d) months following the calendar year shall be in lieu of any termination or severance payments or benefits for which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not Employee may be entitled to receive eligible under any of the payments plans, policies or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None programs of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveCompany.

Termination Without Cause. The Company shall have Company, acting through its Board, may terminate your employment hereunder (and, hence, the right to terminate the Employment Term Term) without Cause (as defined below) at any timetime on written notice to you. If the termination your employment hereunder is effected terminated by the Company other without Cause during the then-scheduled Term (and not for Disability in accordance with Section 10(b)) and after the Closing, you will be provided with the following amounts and benefits: (i) As soon as reasonably practicable following the date that your employment hereunder terminates (the “Termination Date”) (or, in the case of Clause (B), the date that the Mutual Release Requirement is satisfied), a lump-sum cash payment in respect of each of the following: (A) Any Base Salary earned but unpaid through the Termination Date; (B) Subject to satisfaction of the Mutual Release Requirement, a Pro-Rata Annual Bonus for the calendar year of termination; (C) Any expense reimbursement/payment then due under Sections 9(e), 9(f) or 14; and (D) A payment in respect of earned but unused vacation days through the Termination Date (including, for avoidance of doubt, unused vacation days carried forward from prior calendar years) (collectively with amounts referred to in clauses (i)(A), (i)(B) and (i)(C) (the “Accrued Obligations”); (ii) As soon as reasonably practicable following the date that the Mutual Release Requirement is satisfied (and, except as provided in Section 10(f)(i), in no event more than 3 business days after such date), a lump-sum cash payment equal to three (3) times the sum of: (A) Your Base Salary as of the Termination Date, plus (B) Your Target Bonus for the calendar year in which the Termination Date occurs; (iii) Each compensatory stock option (and any similar award, such as a stock appreciation right) that you shall have received (including, without limitation, the stock option described in Section 87(a)) shall, then, under such circumstances and subject to the Associate’s extent that it would have become vested or exercisable on or before the third anniversary of the Termination Date had your employment hereunder continued compliance with through such third anniversary, be fully vested as of the terms Termination Date and shall be, and remain, fully exercisable until the earliest of this Agreement, (i) the Associate’s Base Salary then a Change in effect hereunder will continue Control upon which all other compensatory stock options cease to be payable exercisable, the second anniversary of the Termination Date, and the expiration of its maximum stated term; each compensatory restricted stock award (and any similar award, such as a phantom share award) that you shall have received (including, without limitation, the restricted stock award described in accordance with Section 7(b)) shall become fully vested as of the Termination Date, to the extent that it would have become vested on or before the third anniversary of the Termination Date if your employment hereunder had continued through such third anniversary, and all contractual restrictions on it shall lapse as of the Termination Date; and any other equity-based award shall also become fully vested, and shall therefore become non-forfeitable, as of the Termination Date, to the extent that it would have become vested on or before the third anniversary of the Termination Date if your employment hereunder had continued through such third anniversary; (iv) Continued coverage under the Company’s payroll policy through the Employment Term, welfare benefit plans (ii) the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Bonus earned, if any, through the date of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(msection 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for 24 months following the Termination Date (or the cash value of such coverage, as determined on a net after-tax basis), provided that the COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), ) shall become vested only to commence upon the extent provided pursuant to end of such 24-month period; and (v) the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”10(f), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described above.

Termination Without Cause. The Company shall have employment of the right to terminate the Employment Term Employee may be terminated without Cause at any timetime upon delivery to the Employee of a written Notice of Termination (as defined in SECTION 13(A)). If On the termination is effected by Date of Termination (as defined in SECTION 13(B)) pursuant to this SECTION 11(B), the Company other than as described in Section 8, then, under such circumstances and subject shall pay to the Associate’s continued compliance with Employee in a lump sum in lieu of payments under SECTIONS 4(A), 4(B) AND 5 for the terms remainder of this Agreement, the Term an amount equal to the sum of (i) the Associate’s all Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy under SECTION 4(A) through the Employment Termtermination date, (ii) the Associate shall be paid within sixty (60) days after termination the pro rata a pro-rated portion of the maximum Bonus earned, if any, through available to the date of terminationEmployee under SECTION 4(B) for the year in which the termination occurs, (iii) all outstanding and unvested stock options previously granted an amount equal to two times the Associate by Employee's Total Compensation for the Parent Company shall immediately vest in full without regard to twelve months preceding the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock optionstermination date, and (iv) all outstanding Three Hundred Thousand Dollars ($300,000.00). In addition, provided that Employee has complied with the provisions of SECTION 16 hereof, on each of the first and unvested shares second anniversaries of restricted stock the Date of Termination of the Employee's employment, the Company shall pay the Employee in a lump sum One Hundred Fifty Thousand Dollars (if any) previously granted $150,000.00). For purposes of this SECTION 11(B), the Employee's Total Compensation shall equal the sum of the Base Salary, maximum Bonus of 100% of such Base Salary (whether or not the entire amount was actually earned or paid to the Associate by Employee), fair value of vehicle allowance and other benefits and expense reimbursements described in SECTIONS 4(D) AND 5. In addition, on termination of the Parent 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 shall immediately vest in full without regard and become exercisable. The term of any such options (including the Options), warrants and rights shall be extended to the achievement third anniversary of the Employee's termination. The Employee acknowledges that extending the term of any applicable performance conditionsincentive stock option pursuant to this SECTION 11(B), unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”or SECTION 11(C), 11(D) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect OR 12(A), could cause such option to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performancelose its tax-based compensation within the meaning of Section 162(m) of qualified status under the Internal Revenue Code of 1986, as amended (the “"Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”"), and agrees that the period during which Company shall have no obligation to compensate the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and Employee for any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in additional taxes he incurs as a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveresult.

Termination Without Cause. The Anything in this Agreement to the contrary notwithstanding, the Company shall have the right right, at any time in its sole discretion, to terminate the Employment Term this Agreement without Cause at any timeupon not less than thirty (30) days prior written notice to the Executive. If The term "Termination Without Cause" shall mean the termination is effected of the Executive's employment for any reason other than those expressly set forth in Section 6.1, or no reason at all, and shall also mean the Executive's decision to terminate this Agreement by reason of any act, decision or omission by the Company or the Board that: (A) materially modifies, reduces, changes, or restricts the Executive's salary, bonus opportunities, options or other than compensation benefits or perquisites, or the Executive's authority, functions, or duties as described President and Chief Executive Officer and/or his position as a member of the Board; (B) deprives the Executive of his title(s) and/or position(s) of President or Chief Executive Officer or member of the Board; (C) relocates the Executive without his consent from the Company's offices at 18872 MacArthur Boulevard, Irvine, California 92612-1400 to any othe▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (▇▇) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇raphic limits of Irvine, California, or (D) involves or results in Section 8, then, under such circumstances and subject any failure by the Company to the Associate’s continued compliance comply with the terms any provision of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive (i) each a "Good Reason"). In the Associate’s Base Salary then in effect hereunder will continue event the Company or the Executive shall exercise the termination right granted pursuant to be payable in accordance with this Section 6.2, the Company’s payroll policy through the Employment TermCompany shall, within thirty (ii) the Associate shall be paid within sixty (6030) days after of notice of termination to or from the pro rata portion Executive (as the case may be), begin to pay to the Executive the base salary of the Bonus earned, if any, through Executive in each of twenty-four (24) months following the date exercise of termination, (iii) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (iv) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awardstermination right; provided, however, that any shares for purposes of restricted stock that are intended calculating the payment pursuant to constitute performancethis sentence, the Executive's base salary year shall be the highest rate in effect during the Term as it may be extended hereunder. The Company also shall (i) continue to provide to the Executive and his beneficiaries, at its sole cost, the insurance coverages referred to in Section 4.1, and (ii) within thirty (30) days of notice of termination to or from the Executive, pay to the Executive in lump single lump-based compensation within sum payment the meaning of Section 162(m) aggregate cost of the Internal Revenue Code of 1986benefits (other than insurance coverages) under Section 4.1, as amended (the “Code”), shall become vested only in each case to the extent provided pursuant to he would have received such insurance coverages and benefits had he remained employed by the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performanceCompany for twenty-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half four (2½24) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described abovetermination.

Termination Without Cause. The Notwithstanding anything to the contrary herein, Company shall have reserves the right to terminate the Employment Term Executive’s employment and this Agreement without Cause at any time(defined below). If the termination is effected by the Company other than as described in Section 8terminates Executive’s employment and this Agreement without Cause, then, under 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 circumstances and subject agreement becoming effective by its terms, the following terms shall apply: (i) Company will pay Executive an amount equal to eighteen (18) months of Executive’s then current Base Salary, less applicable withholdings. This amount will be paid in thirty-six (36) substantially equal semi-monthly installments, which shall be treated as separate payments in accordance with paragraph 12 hereof, commencing on the Associatesixtieth (60th) day following Executive’s continued compliance with termination of employment. These payments will not be eligible for deferrals to Company's 401(k) plan. (ii) Subject to the terms of this Agreementparagraph 4.B, if Executive is terminated between January 1 and March 15, Executive will be entitled to a Bonus payment under the ABP for the calendar year ending prior to Executive’s termination (“Prior Year”) equal to the amount that would have otherwise been payable to Executive based on the actual attainment of performance goals for such year, less applicable tax withholdings, but in 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 Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment TermPrior Year, (ii) Executive’s Bonus has not already been paid to Executive at the Associate 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 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. (iii) In addition, subject to the terms of paragraph 4.B, Executive will receive a Bonus payment under the ABP for the year in which Executive’s termination of employment occurs payable if and when bonuses are paid to other employees, based on actual performance (which, for avoidance, shall be paid within sixty (60) days after termination at the pro rata same rate as for all continuing executive officers of Company with respect to the portion of the Bonus earned, if any, determined based on Company performance goals) and prorated through the effective date of terminationthe termination of Executive’s employment, (iiiless applicable withholdings. This amount will not be eligible for deferrals to Company's 401(k) all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and . (iv) all outstanding 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 unvested shares vision benefit coverage ("group health coverage") under COBRA for up to eighteen (18) months, in accordance with COBRA, beginning the first day of restricted stock (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 any) previously granted necessary to avoid adverse income tax consequences to Executive resulting from the Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning application of Section 162(m105(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) 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), shall become vested only (ii), (iii) and (iv) herein, other than to provide Executive with COBRA to the extent required by law. (vi) Executive agrees to reasonably 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, provided pursuant Executive is provided with reasonable notice of such assistance and such assistance does not unreasonably interfere with Executive’s other professional or personal commitments. 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 the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate 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 incite any person or entity in litigation against Company or its affiliates, officers, employees and agents in any manner. This provision does not limit Executive’s right and ability to voluntarily file a charge with or participate in any investigation by any government agency. Nor does it 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 subpoena or process. (vii) 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 any disparaging or untruthful remarks or statements about Executive or his employment with Company. Nothing in this Section 9 shall be paid no later than two and one-half 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. (2½viii) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate Executive shall not be entitled to receive notice or 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. (ix) Executive agrees that if Executive breaches any of Executive’s obligations, to the payments or benefits described in Section 9 unlessdetriment of Company, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”under paragraphs 5.A.(vi), and 5.A.(vii), 6, 7, or 8 of this Agreement, under the period during which Confidentiality Agreement, or under the Release may be revoked Separation Agreement, Company has expired without the Associate having revoked the Release. None right to seek recovery of the full payments or benefits described in Section 9 shall be paid until the Release has been signed made to Executive under subparagraphs 5.A.(i), (ii), (iii) and become effective(iv) above, and any payments, which would otherwise be payable during such sixty-day period prior to the date the Release becomes effective, shall be accumulated and paid to the Associate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the first payroll date during the second calendar year following the date the Release becomes effective, as described aboveobtain all other remedies provided by law or equity.