Common use of Termination Without Cause Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Termination Without Cause. IfSubject to Section 4(d) below, in the event of a termination of Executive's employment by the Company without Cause during the Employment PeriodTerm of Employment, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to: (i) concurrent with such termination, Base Salary at the Company shall pay rate in effect immediately prior to the Executive an amount equal to his accrued Base Salary up to occurrence of such event for the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average balance of the annual Bonuses paid to the Executive for the three fiscal years Term of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationEmployment; (ii) any annual incentive compensation awarded for a prior year but not yet paid under Section 3(b), plus an annual incentive compensation award for the Company shall continue award year immediately preceding the date of termination if awards have not yet been made for such year in an amount equal to pay the Executive his three-year average percentage determined under Section 4(b)(iii) below multiplied by Executive's Base SalarySalary rate at the end of such year; (iii) the equivalent of annual incentive compensation under Section 3(b) for the year of termination and thereafter through the end of the Base Salary continuation period specified in Section 4(b)(i) (prorated for partial years), average Bonus (calculated in each case based on Executive's highest annual incentive award during the average three years immediately preceding termination, stated as a percentage of the annual Bonuses paid Base Salary in effect for the year for which awarded, and then applied to the Base Salary applicable under Section 4(b)(i) (but not less than 50% of the highest target bonus rate applicable to Executive during such prior three-year period, multiplied by the applicable annual Base Salary determined under Section 4(b)(i) above); (iv) subject to the terms and conditions of Schedule A, the payment of any Deferred Stock vested under Schedule A, and, subject to the terms and conditions of any future long term incentive grants, payment of any vested portion of such grants; (v) basic and supplemental pension benefit accruals under Section 3(d) above, based on Executive's years of credited service (including such additional years of credited service as provided pursuant to Section 3(d)(iii)), under the Company's tax qualified and supplemental pension plans (including any successors thereto), plus supplemental pension benefit accruals under Section 3(d) for the three fiscal years Base Salary continuation period specified in Section 4(b)(i), based on deemed service continuation and deemed continuation of pensionable compensation at the annualized equivalent of the Company preceding Base Salary and annual incentive compensation amounts payable under Sections 4(b)(i) and (iii) above; (vi) continuation of the life insurance coverage provided under Section 3(e)(ii), and the hospitalization, surgical and major medical coverage and the short-term and long-term disability coverage provided under Section 3(e)(i), in each case at the level that would otherwise be in effect from time to time under this Agreement but for such termination of employment divided by employment, for the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datescontinuation period specified in Section 4(b)(i)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior Executive shall in any event be entitled to lifetime executive medical coverage under the Company's Executive Medical Expense Plan (or the equivalent thereof) on the same basis and to the end same extent applicable to actively employed senior executives of such period, the Executive shall obtain employment with another employer Company (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that but in no event shall any such reduction result in the on a basis less favorable to Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such coverage provided just prior to termination); (iiivii) travel benefits and American Airlines Admirals Club membership at the Executive shall be entitled same level and to any amounts owing but not yet paid pursuant the same degree provided to Section 3(e)actively employed senior executives of the Company generally; and (ivviii) any other rights and benefits available to Executive under the Executive shall be entitled employee benefit plans and programs of the Company in effect immediately prior to his rights termination (or the equivalent thereof) at the same level and to indemnification the same degree provided to actively employed senior executives of the Company generally, for the Base Salary continuation period specified in Section 4(b)(i) (or longer, if and to the extent applicable under Section 5 hereofsuch plans and programs).

Termination Without Cause. IfThe Company shall have the right, during upon one hundred and eighty (180) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (excluding for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) receive bonus compensation earned but not yet paid pursuant under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Section 3(e)3(b) hereof; and (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, to be paid in accordance with Section 6(l)(i), his Base Salary as established under and in accordance with Section 3(a) hereof and (B) bonus compensation equal to one hundred percent (100%) of the average of the actual annual bonuses paid or payable (with respect to completed Contract Years) to the Executive during the Term of Employment , or, if such termination occurs prior to the payment of any bonus hereunder, $3,000,000.00, to be paid in accordance with Section 6(l)(i); (v) receive reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $10,000.00 for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be entitled required to mitigate his rights to indemnification under Section 5 hereofdamages hereunder.

Termination Without Cause. If, during In the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of event that the Executive's ------------------------- employment with hereunder is terminated by the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire without Cause and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodSections 8(A), the amounts otherwise payable pursuant to this clause (iiB) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (iiF) that would be less than the amount the Executive would have earned if his Base Salarydo not apply, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) then the Executive shall be entitled to: (1) Base Salary for a two-year period ending on the second anniversary of the Termination Date, payable as provided in Section 4; (2) a Pro-Rata annual incentive bonus award for the fiscal year in which the Termination Date occurs, based on the Executive's annual incentive bonus award opportunity for such fiscal year (excluding any overachievement bonus award opportunity), payable in a lump sum promptly following the Termination Date, regardless of the Executive's and Company's performance during such fiscal year; (3) the continued right to exercise any amounts owing but not yet paid pursuant stock option exercisable on the Date of Termination for a period of 3 months from the Termination Date; (4) expiration and forfeiture of any stock options unexercisable on the Termination Date and forfeiture of all shares of restricted stock for which the applicable distribution date is after the Termination Date; (5) continued participation, through the second anniversary of the Termination Date, in all medical, dental, vision, hospitalization, disability and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which he/she or his/her family members were participating on such date, on terms and conditions that are no less favorable to him/her than those that applied on such date and with COBRA benefits commencing thereafter; provided that the Company's obligation under this Section 3(e-------- ---- 8(D)(5) 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 a subsequent employer; (6) immediate vesting in the Company's Retirement Savings Plan (or any successor 401(k) plan), pension plan, supplemental retirement plan, and deferred compensation plans; and (iv7) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 hereof8(I)(1).

Termination Without Cause. IfShould your employment be (a) terminated by the Company without “Cause,” as defined below; and (b) the Company does not consent to waive any of the post-employment restrictions contained in paragraph 2(a) above, during and (c) you execute and deliver to Company an irrevocable Separation Agreement and Release, within 60 days after your termination of employment (and any payment that constitutes non-qualified deferred compensation under Section 409 A of the Employment PeriodInternal Revenue Code of 1986, as amended and any regulations thereunder (the “Code”) that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period), in a form acceptable to the Company, the Company terminates the employment of the Executive hereunder for any reason other than will pay you a reason set forth in Section 4(a), 4(b) or 4(c): severance payment equal to (i) concurrent with such termination, the Company shall pay to the Executive an a lump sum amount equal to his accrued Base Salary up to the product of (x) the annual bonus, if any, that you would have earned based on the actual achievement of the applicable performance objectives in the fiscal year which includes the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such your termination of employmentemployment had your employment not been terminated and (y) and any amounts payable pursuant to a fraction, the Supplemental Retirement Plan, numerator of which is the number of days in each case accrued the fiscal year that includes the date of your termination through the date of termination; such termination and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company, but in no event later than the 15th day of the third month following the end of the year with respect to which such bonus was earned; (ii) twelve (12) months of your then-current base salary, to be paid, less all applicable deductions, according to the Company’s normal payroll practices for a period coextensive with the restricted period (twelve months); and (iii) during the restricted period, reimbursement for out-of-pocket COBRA payments paid by you to continue your group health benefits, provided you submit relevant supporting documentation to the Company evidencing such payments. Notwithstanding anything herein to the contrary, however, your right to receive the foregoing payments (collectively, the “Salary Continuation Payments”) shall terminate effective immediately upon the date that you become employed by another entity as an employee, consultant or otherwise, and you agree to notify the Executive Vice-President of Human Resources in writing prior to the effective date of any such employment. If you fail to so notify the Executive Vice-President of Human Resources, (a) you will forfeit your right to receive the Salary Continuation Payments described above (to the extent the Salary Continuation Payments were not theretofore paid) and (b) the Company shall continue be entitled to pay recover any Salary Continuation Payments already made to you or on your behalf. Notwithstanding the Executive his Base Salaryforegoing paragraph, average Bonus in the event your employment is terminated by the Company without Cause, and you are a “specified employee” within the meaning of Section 409A of Code (based as determined in accordance with the methodology established by the Company as in effect on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such periodyour termination), and the amounts otherwise payable pursuant Salary Continuation Payments described above to this clause (ii) shall be reduced by paid within the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of first six months following such terminationdate (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-l(b)(9)(iii)(A) (the “Limit”); , then: (i) any portion of the Salary Continuation Payments that are payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth above; (ii) any portion of the Salary Continuation Payments that are a “short-term deferral” within the meaning of Treas. Regs. Section 1.409A-l(b)(4)(i) shall be paid at the times set forth above; (iii) any portion of the Executive Salary Continuation Payments that exceeds the Limit and are not a “short-term deferral” (and would have been payable during the Initial Payment Period but for the Limit) shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)on the first business day after the six-month anniversary of the Termination Date or, if earlier, on the date of your death; and and (iv) any portion of the Executive Salary Continuation Payments that are payable after the Initial Payment Period shall be entitled paid at the times set forth above. It is intended that each installment, if any, of the payments and benefits, if any, provided to his rights to indemnification you under this Section 5 hereof3 shall be treated as a separate “payment” for purposes of Section 409A of the Code.

Termination Without Cause. IfThe Employee's employment may be terminated by the Company without Cause. In the event of any termination of the Employee's employment without Cause, (i) the Employee shall be entitled to receive a lump sum payment in cash equal to the sum of (A) Employee's base salary through the date of termination at the rate in effect just prior to the date of termination of employment, plus any benefits or awards (including both the cash and stock component) which pursuant to the terms of any compensation plans have been earned or become payable (including, without limitation, any portion of any bonus award for which any performance conditions, other than continued employment, have been satisfied), but which have not yet been paid to the Employee (including, without limitation, amounts which previously have been deferred at the Employee's request), and (B) an amount equal to the product of the number of whole and fractional years included during the Employment Periodbalance of the current term of this Agreement multiplied by the largest of the following: (x) the Employee's salary and Annual Performance Bonus for the second year immediately preceding the date of termination, (y) the Employee's salary and Annual Performance Bonus for the first year immediately preceding the date of termination, or (z) the Employee's current year annual salary and annualized Annual Performance Bonus (annualizing the bonus based upon an extrapolation of any portion of the bonus amount in the current year for which the applicable performance conditions, other than continued employment, have been satisfied); and (ii) the Company shall maintain in full force and effect, at the sole cost of the Company for the continued benefit of the Employee and his or her dependents for the unexpired portion of the current term of this Agreement, each of the Company's health, dental, $250,000 term life and disability insurance benefits (provided that, to the extent such benefits are not available, the Company terminates shall provide replacement benefits on terms which, as near as may be practicable, are as favorable to the employment Employee as the discontinued benefits except that life and disability benefits need be provided only if the Employee remains insurable at standard rates) or, at the election of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationEmployee, the Company shall pay to the Executive an amount Employee a lump sum cash payment equal to his accrued Base Salary up the present value (using a 10% discount rate) of the cost to the Company of sponsoring such Company benefits (for which purposes the cost of sponsoring such Company benefits shall be assumed to equal the premiums payable for such benefits at the rate in effect just prior to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) for the Employee and his or her dependents for the unexpired portion of the current term of this Agreement. The Company may require, as a condition precedent to making any amounts payable pursuant payments under this paragraph to the Supplemental Retirement PlanEmployee, that the Employee execute a customary release and covenant not to sue in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average favor of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company . Any payments under this Section 4(d8(c) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall s▇▇▇l be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant subject to Section 3(e5(f); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during the Employment Period, If Executive’s employment is terminated by the Company terminates without Cause prior to the employment expiration of the Term or if Executive hereunder for any reason other than gives a reason set forth in notice of non-extension pursuant to Section 4(a2 (it being understood by the parties that termination by death, Disability or expiration of the Term shall not constitute termination without Cause), 4(b) or 4(c): (i) concurrent with such termination, the Company then Executive shall pay be entitled to the Executive an amount equal to his accrued Base Salary up to following benefits upon the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average execution and effectiveness of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireRelease; provided, however, that if, prior Executive shall not be eligible or entitled to the end of such period, receive benefits under this Section 9 if she has received or is receiving benefits under the Executive shall obtain employment with another employer (Retention Agreement referred to in Section 10. Also, if the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable receives benefits pursuant to this clause Section 9, she shall not be eligible or entitled to receive any benefits under the Company’s Severance Benefits Policy. (a) The Company shall pay to Executive commencing after the later of the date of termination or the execution and effectiveness of the Release, the aggregate of the following amounts: (1) in a lump sum in cash within 30 days, the sum of (i) Executive’s Base Salary through the date of termination to the extent not theretofore paid, (ii) a pro-rata portion of amounts payable under any then existing incentive or bonus plan applicable to Executive (including, without limitation, any incentive bonus referred to in Section 4.2.1) for that portion of the fiscal year in which the termination of employment occurs through the date of termination; (iii) any accrued expenses and vacation pay to the extent not theretofore paid, and (iv) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in subsections (i), (ii), (iii) and (iv) shall be reduced by referred to in this Agreement as the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination“Accrued Obligations”); (iii2) in installments ratably over eighteen (18) months in accordance with the Executive shall be entitled Company’s normal payroll cycle and procedures, the amount equal to any amounts owing but not yet paid one and one-half (1.5) times Executive’s annual Base Salary in effect as of the date of termination or in the event of Executive’s termination due to the expiration of the Initial Term due solely to Executive’s giving a notice of non-extension pursuant to Section 3(e2, then in installments ratably over twelve (12) months in accordance with the Company’s normal payroll cycle and procedures, an amount equal to the Executive’s annual Base Salary in effect as of the Termination Date; (3) if Executive elects to continue to participate in the Company’s medical insurance program as allowed by law pursuant to the plan’s terms and conditions, in installments over twelve (12) months contemporaneously with the payments described in Section 9(a)(2), an amount equal to the difference between: (a) the monthly (or bi-monthly, if applicable) premium cost under COBRA of such participation; and (b) the monthly (or bi-monthly, if applicable) premium cost of such participation at the time of Executive’s termination of employment; provided, however, that notwithstanding the foregoing, the Company shall not be obligated to provide such benefits if Executive becomes employed by another employer and is covered or permitted to be covered by that employer’s benefit plans without regard to the extent of such coverage; and (iv4) In the event that the payments under Section 9(a)(2) are not deemed to be “deferred compensation” under Section 409A of the Code (as defined below), the Company may, at any time and in its sole discretion, make a lump sum payment of all amounts, or all remaining amounts, due to Executive under Section 9(a)(2). (b) To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other accrued amounts or accrued benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and benefits shall be entitled referred to his rights to indemnification under Section 5 hereofin this Agreement as the “Other Benefits”).

Termination Without Cause. If, during The Company shall have the Employment Period, right to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason as set forth in Sections 5.1, 5.2 or 5.3 upon thirty (30) days’ written notice to the Executive; provided however, that upon any such termination pursuant to this Section 4(a)5.4, 4(b) or 4(c):the Executive shall be entitled to the following: (i) concurrent with such termination, the The Company shall pay to the Executive an amount equal to his accrued any unpaid Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the effective date of terminationtermination specified in such notice. The Base Salary shall be paid in accordance with the Company’s normal payroll schedule and payroll practices in effect from time to time; (ii) The Company shall pay to the Executive any unpaid bonuses accrued through the effective date of termination specified in such notice. The bonuses (if any) shall be paid at such times and in such manner as set forth in the Company’s Management Incentive Plan or other incentive compensation plan as may be in effect from time to time; (iii) Subject to the Executive’s execution of a general release referred to in Section 5.8 hereof and subject to compliance with the covenants set forth in Section 6 hereof, the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years Base Salary he was receiving at the time of the Company preceding such termination of his employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date greater of (1) the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a remaining period of time set forth in Section 2.1 hereof, or (2) twenty-four (24) months if following the effective date of the termination of the Executive's employment employment. The Base Salary shall be paid in accordance with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireCompany’s normal payroll schedule and payroll practices in effect from time to time; provided, however, that ifif the Executive is a “specified employee” (within the meaning of Section 409A), no payment shall be made before the earlier of (1) the date that is six (6) months after the Executive’s termination of employment; or (2) the date of the Executive’s death. All payments, if any, that otherwise would have been paid within six (6) months of the date of the Executive’s termination of employment shall be accumulated during the applicable six (6) month period and shall be paid at the earliest date which complies with the requirements of Section 409A; (iv) The Company shall continue to provide the Executive and his covered dependents the insurance benefits they were receiving immediately prior to the end termination of such period, the Executive shall obtain Executive’s employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six the greater of (1) the remaining period of time set forth in Section 2.1 hereof, or (2) twelve (12) months following the date of termination of employment. The Company shall pay the monthly premiums or cost of such termination)benefits in the time and manner required by the applicable plan or policy. Notwithstanding anything to the contrary herein, the continuation of each insurance benefit to be provided to the Executive and his covered dependents shall cease on the date the Executive becomes eligible for such insurance benefit(s) with another employer; (iiiv) The Company shall continue to provide the Executive the retirement benefits he was receiving immediately prior to the termination of the Executive’s employment for a period of the greater of (1) the remaining period of time set forth in Section 2.1 hereof, or (2) twelve (12) months following the date of termination of employment; and In the event that the Company is unable to provide the Executive shall be entitled to (and his covered dependents) with any amounts owing but not yet paid benefits (other than salary and bonuses) required pursuant to Section 3(e5.4 (v) and/or (vi), or the provision of such benefits would cause any plans or arrangements providing such benefits to violate any non-discrimination requirements under any applicable law, then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have been paid for the insurance benefit(s) or accrued for the Executive’s benefit under the plan, respectively, for the period during which such benefits are not provided under the plans, subject to applicable withholding and other taxes, said cash payments to be made in a lump sum each month until such time as the benefits would otherwise terminate pursuant to this Section 5.4; and provided, however, that if the Executive is a “specified employee” (ivwithin the meaning of Section 409A), no payment shall be made before the earlier of (1) the Executive date that is six (6) months after the Executive’s termination of employment; or (2) the date of the Executive’s death. All payments, if any, that otherwise would have been paid within six (6) months of the date of the Executive’s termination of employment shall be entitled to his rights to indemnification under accumulated during the applicable six (6) month period and shall be paid at the earliest date which complies with the requirements of Section 5 hereof.409A.

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

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

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

Termination Without Cause. If, during The Term and the Employment Period, Executive’s employment hereunder may be terminated by the Company terminates without Cause at any time. In the employment event of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay Executive will be entitled to receive the Accrued Obligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and board members in a form acceptable to the Company (the “Release”) and such Release becoming effective, the Executive will be entitled to receive: (a) an amount equal to his accrued 7 months’ of the Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments over 7 months, the first of which will commence on the first payroll period following the date the Release becomes effective, and the initial payment shall include a catch-up payment to cover amounts retroactive to the date of termination, prorated Bonus immediately following the Termination Date, (based b) continued participation in the Company’s group insurance plans (except for short-term and long-term disability which shall cease on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmentTermination Date) and any amounts payable pursuant to the Supplemental Retirement PlanEmployee Benefits described in Section 4.4, in each case accrued through for 7 months, subject to the date terms and conditions of termination;the applicable plan and approval of the insurance carrier, and (c) notwithstanding anything to the contrary in any applicable option agreement, all stock options that are subject to a time-based vesting schedule that are held by the Executive which would have vested if the Executive had remained employed for an additional 6 months following the Termination Date shall vest and become exercisable effective as of the Termination Date and shall remain exercisable until the earlier of (i) the expiration of the term of such stock options and (ii) and 9 months following the Company shall continue to pay the Executive his Base Salary, average Bonus Termination Date (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)a) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dthrough (c) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such periodcollectively, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period“Severance Benefits”), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

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

Termination Without Cause. If, during The Company may terminate this Agreement and the Employment Period, Executive’s employment for any reason upon 60 days prior written notice to the Executive. If the Executive’s employment is terminated by the Company terminates the employment of the Executive hereunder for any reason other than a reason the reasons set forth in Section 4(asubsections (a), 4(b(b) or 4(c):(c) of this Section 5 (“Without Cause”), subject to Committee approval, the Executive will be entitled to the following payments and benefits: (i) concurrent The Accrued Obligations; (ii) Any Annual Cash Incentive Award for a completed year that has been awarded by the Committee, but has not yet been paid as of the date of the Executive’s termination of employment Without Cause, payable in accordance with such terminationSection 3(b). In the event that Committee has not awarded any Annual Cash Incentive Award for the most recently completed year as of the date of the Executive’s termination of employment Without Cause, the Company shall pay Executive will be entitled to the Executive receive an Annual Cash Incentive Award in an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses Annual Cash Incentive Award paid to the Executive for the three fiscal years of immediately preceding completed year, payable in accordance with Section 3(b) or, if later, the Company preceding such termination of employment) and any amounts payable pursuant to first payroll date following the Supplemental Retirement Plan, in each case accrued through 60th day after the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such Executive’s termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of HireWithout Cause; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination);and (iii) A single lump sum payment equal to one year of the Executive shall be entitled Executive’s Base Salary in effect at termination of employment; (iv) A single lump sum payment equal to any amounts owing but not yet paid pursuant to Section 3(e)(A) the Target Annual Cash Incentive Award, multiplied by (B) a fraction, the numerator of which is 365 minus the number of days remaining in the calendar year after the date of the Executive’s termination of employment and the denominator of which is 365; and (v) With respect to any LTI Award that is outstanding, a single lump sum payment equal to (A) the number of Shares covered by such LTI Award that would have vested after the date of the Executive’s termination of employment had the Executive remained employed through the end of the calendar year in which such termination occurs, multiplied by (B) the closing price of a Share on the date notice of termination is provided under this Section 5(d). The amounts payable under Sections 5(d)(iii), (iv) the Executive and (v) shall be entitled to his rights to indemnification under Section 5 hereofpaid on the first payroll date following the 60th day after the date of the Executive’s termination of employment.

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

Termination Without Cause. If, during In the event that the Company wishes to discharge the Executive without cause prior to the expiration of the Employment Period, the Company terminates the employment of will give the Executive hereunder for any reason other than six months notice in writing (or an additional six months compensation as described in this Paragraph 6 in lieu of such notice). In the case of a reason discharge without cause, subject to the Executive's execution of a release as set forth in Section 4(a)Paragraph 7 below and in consideration of the undertakings given by the Executive in Paragraph 8, 4(b) or 4(c):the Executive shall receive the following compensation: (ia) concurrent with such termination, the Company shall pay to the Executive an An amount equal to his accrued Base Salary up 18 months base salary at the rate then in effect; and (b) An amount equal to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied 1.5 times the average Executive's annual targeted incentive as in effect at such time; (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, if the Executive is a "specified employee" under section 409A of the annual Bonuses Internal Revenue Code of 1986, as amended ("Code"), no payment of deferred compensation within the meaning of Code section 409A will be paid to the Executive on account of his termination of employment for 6 months following the three fiscal years day he ceases active work, and any such payments due during such 6-month period will be held and paid on the first business day following completion of such 6-month period, along with interest calculated at the 6-month Treasury rate in effect at the beginning of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationRA Period; (iid) the Company shall continue to pay the Executive his Base SalaryAny unvested stock options, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided restricted stock or performance shares held by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on his last day of active work that would have vested by the scheduled expiration of the Employment Period had the Executive not been discharged without cause will vest on his last day of active work subject to the payment by the Executive of all applicable taxes. Any vested stock option will remain exercisable after the Executive ceases active work in accordance with the terms of the applicable award relating to post-termination exercise. Any stock options, performance shares or restricted stock not already vested on the Executive's last day of active work or vested on such last day in accordance with this subparagraph (d) will be forfeited on the Executive's last day of active work. (e) The Executive's active participation in the Company's usual payroll dates)401(k) Plan and all other ESOP will end on his last day of active work, and he will earn no vesting service and no additional benefits which would otherwise under those plans after that date. For purposes of receiving a distribution of any vested account balance under the 401(k) Plan or ESOP, the Executive will be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment considered to have severed from service with the Company under this Section 4(d) occurs at least one year after the Executive's Date on his last day of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofactive work.

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

Termination Without Cause. If, during The Term and the Employment Period, Executive’s employment hereunder may be terminated by the Company terminates without Cause at any time. In the employment event of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay Executive will be entitled to receive the Accrued Obligations and any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s employment terminates, and subject to the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and board members in a form acceptable to the Company (the “Release”) and such Release becoming effective, the Executive will be entitled to receive: (a) an amount equal to his accrued 12 months’ of the Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments over 12 months, the first of which will commence on the first payroll period following the date the Release becomes effective, and the initial payment shall include a catch-up payment to cover amounts retroactive to the date of termination, prorated Bonus immediately following the Termination Date, (based b) continued participation in the Company’s group insurance plans (except for short-term and long-term disability which shall cease on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmentTermination Date) and any amounts payable pursuant to the Supplemental Retirement PlanEmployee Benefits described in Section 4.4, in each case accrued through for 12 months, subject to the date terms and conditions of termination;the applicable plan and approval of the insurance carrier, (c) notwithstanding anything to the contrary in any applicable option agreement, all stock options that are subject to a time-based vesting schedule that are held by the Executive which would have vested if the Executive had remained employed for an additional 12 months following the Termination Date shall vest and become exercisable effective as of the Termination Date and shall remain exercisable until the earlier of (i) the expiration of the term of such stock options and (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six 12 months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); Termination Date, and (ivd) an Annual Bonus paid at the Executive shall be entitled Target Bonus level for the calendar year in which the Executive’s employment is terminated, pro-rated for the period from the beginning of the calendar year up to his rights to indemnification under Section 5 hereofthe Termination Date ((a) through (d) collectively, the “Severance Benefits”).

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationSalary, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the same percentage of Base Salary as the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)employment) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirefollowing such termination; providedPROVIDED, howeverHOWEVER, that if, prior to the end of such twelve-month period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)employer, the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) all of the Executive's options to purchase Common Stock shall be immediately 100% exercisable; (iv) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (ivv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

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

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

Termination Without Cause. IfThe Board, during the Employment Periodby vote of a majority of its members, the Company terminates may terminate the employment of Employee without Cause, at any time during the Executive hereunder for any reason other than Term, as of a reason set forth in Section 4(a)date at least thirty (30) days after the date a written notice of such termination is delivered by Employer to Employee. In such event, 4(b) or 4(c): Employer shall pay to Employee (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued but unpaid Base Salary up to (based upon the annual rate in effect on the date of termination) through the date of termination, prorated Bonus (based ii) a pro-rated bonus (the “Pro-Rated Bonus”) equal to Employee’s annual target bonus for the calendar year in which Employee’s employment terminates multiplied by a fraction, the numerator of which shall equal the number of calendar days Employee was employed by Employer for the year in which his employment terminates and the denominator of which shall equal three hundred sixty-five (365), (iii) a lump sum cash severance payment (the “Severance Payment”) in an amount equal to the sum of (A) two (2) times Employee’s annual rate of Base Salary in effect on the same percentage date of accrued Base Salary as compared termination and (B) two (2) times the target bonus for the year in which Employee’s employment is terminated, and (iv) a lump sum cash payment (the “Benefit Plan Payment”) in an amount equal to the annual Base Salary multiplied times aggregate amount of all Employer contributions that Employee or his account would have received for a period equal to two (2) years under the average of the annual Bonuses paid to the following Benefit Plans: (A) Chicago Board Options Exchange SMART Plan; (B) Chicago Board Options Exchange Supplemental Executive for the three fiscal years of the Company preceding such termination of employmentRetirement Plan; and (C) and any amounts payable pursuant to the Supplemental Chicago Board Options Exchange Executive Retirement Plan, or in each case accrued through the date of termination; any successor plan. Employer shall also pay Employee’s COBRA premiums (iior an amount equal to Employee’s COBRA premiums) the Company shall continue (sufficient to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)cover full family health care) and all other benefits which would otherwise be payable hereunder for a period of twelve eighteen (18) months if the effective date of following the termination of his employment if Employee elects such COBRA coverage and, at the Executive's employment with end of such period, if Employee is eligible and elects to enroll in Employer’s retiree medical plan that shall provide medical coverage for Employee and his dependents as part of or equivalent to that provided to active executives of Employer and their dependents under the Company under this Section 4(d) occurs at least one year after the Executive's Date group health plan of Hire and Employer from time to time in effect, then Employer shall pay Employee’s premiums for such coverage for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dsix (6) occurs at least five years after the Executive's Date of Hiremonths; provided, however, that ifany payments or reimbursements for retiree medical plan premiums will be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) (or any similar or successor provisions). The foregoing notwithstanding, prior Employer’s obligation to pay the end of such periodCOBRA and retiree medical premiums described in the preceding sentence (collectively, the Executive “Insurance Premiums”) shall obtain employment with cease on the date Employee becomes eligible for coverage under another employer (group health plan that does not impose pre-existing condition limitations on Employee’s coverage. Nothing herein shall be construed to extend the Executive being obligated period of time over which COBRA continuation coverage may be provided to use Employee or his or her reasonable best efforts to secure employment during such period)dependents beyond that mandated by law. The Pro-Rated Bonus, the amounts otherwise payable pursuant to Severance Payment, Benefit Plan Payments, and Insurance Premiums described in this clause (iiSection 5(b) shall be reduced by referred to herein collectively as the amount “Severance Benefits.” Subject to Section 12 and Section 21 of compensation earned by this Agreement, the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive Severance Benefits shall be entitled paid within thirty (30) days following the date of termination of Employee’s employment. Except as otherwise provided in this Section 5(b), and in any Benefit Plan or Insurance Plan of Employer, Employer shall have no further obligation to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) Employee under this Agreement following the Executive shall be entitled to date his rights to indemnification under Section 5 hereofemployment is terminated without Cause.

Termination Without Cause. If, Subject to other provisions in this Article 6 to the contrary and during the Employment PeriodInitial Term and any Succeeding Annual Terms only, upon the Company terminates occurrence of a termination without Cause by Employer, Employer shall: (a) Pay to Employee any and all accrued salary, bonuses and vacation; (b) Pay to Employee, or in the employment event of the Executive hereunder for any reason other than Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a reason set forth in Section 4(a), 4(b) or 4(c): sum equal to (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base monthly rate of Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder under this Agreement for a period of twelve months if three (3) months; provided, however in the effective date event of Change of Control (See Section 6.4) of the termination Company the Employer, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages the Executive's employment with the Company monthly rate of Salary payable under this Section 4(d) occurs at least one year after the Executive's Date of Hire and Agreement for a period of twenty-four months if (4) months; (c) Cause any stock options issued to Employee which have not lapsed and which are not otherwise exercisable to be accelerated so as to immediately exercisable by Employee; (d) Pay the effective Employer’s portion of the COBRA health insurance continuation premium in the same amount Employer contributed for Employee’s health insurance as of the date of Employee’s termination for a period of three (3) months and thereafter provide Employee the termination of opportunity to continue to elect COBRA health care continuation at Employee’s cost (provided that the Executive's employment with Employee makes the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirerequired premium contributions); provided, however, that if, prior Employer's obligation to contribute its portion of the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment COBRA insurance premium during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such three month period (except that in no event shall any such reduction result will cease immediately in the Executive receiving an amount pursuant event Employee becomes employed following termination. Employee agrees to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following notify Employer immediately regarding such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)new employment; and (ive) the Executive shall Provide to Employee such other payments or benefits as may be entitled to his rights to indemnification under Section 5 hereofexpressly required by law.

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

Termination Without Cause. If, during (a) If the Employment Period, the Company terminates the Employee experiences an involuntary termination of employment of the Executive hereunder by Klondex G&S (or any successor) for any reason other than for just cause, then Klondex G&S (or its successor) shall provide the Employee with written notice specifying the Termination Date. Klondex G&S shall pay the Employee for all accrued but unpaid wages and vacation entitlements up to the Termination Date (net of applicable withholdings). In addition, provided that the Release under Section 5.4(c) has been executed and becomes enforceable in accordance with its terms following the expiration of the applicable revocation period, Klondex G&S shall provide to the Employee a reason set forth in Section 4(a)lump sum separation payment, 4(bnet of applicable withholdings and less any amounts owing by the Employee to Klondex G&S, (the "Separation Payment") or 4(c):equal to: (i) concurrent with such terminationthe Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, provided that for each completed year of service (but not to exceed six years) measured from the Company shall pay to the Executive Employee's date of hire on April 15, 2014(the “Employee’s Date of Hire”), an additional amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;one month's base salary will be added; plus (ii) the Company shall continue monthly premium cost of coverage described in Section 2.3 multiplied by 12, provided that for each completed year of service (but not to pay exceed six years) measured from the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the ExecutiveEmployee's Date of Hire and an additional amount equal to one month's premium cost will be added; plus (iii) an amount equal to the Employee's then current target bonus amount pursuant to Section 2.2 for a period of twenty-four months the year in which the Termination Date occurs (or if the effective date target bonus amount for the year in which the Termination Date occurs has not been determined as of the termination Termination Date, the target bonus amount for the year prior to the Termination Date) plus an additional amount equal to 1/12th of such bonus amount for each completed year of service (but not to exceed six years) measured from the Executive's employment with the Company under this Section 4(d) occurs at least five years after the ExecutiveEmployee's Date of Hire; providedplus (iv) An amount equal to 4% of the Employee's monthly Base Salary (determined as of the Termination Date) multiplied by 12, howeverprovided that for each completed year of service (but not to exceed six years) measured from the Employee's Date of Hire, an additional amount equal to 4% of one month's base salary will be added. For greater certainty, in no circumstances shall the Employee be entitled to a Separation Payment that ifis more than the equivalent of a total of 18 months of the payments in paragraphs 5.4(a)(i),(ii),(iii) and (iv) above (i.e., 12 months plus an additional month for each of the first six years of completed of service from Employee's Date of Hire, up to a maximum of an additional 6 months). With respect to the calculation in paragraph 5.4(a)(iii), the target annual bonus amount shall be used without regard to the achievement of any corporate and personal targets established in connection with such target bonus amount. (b) The Separation Payment described in this Section 5.4 will be paid within 10 days following the expiration of the revocation period applicable to the Release (as described in Section 5.4(c)), unless the Employee has failed to execute a Release as described in Section 5.4(c), in which case Employee shall forfeit any Separation Payment. The Separation Payment is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and therefore will be paid by March 15th of the calendar year following the calendar year in which the notice of termination is given, provided that if the notice of termination specifies a termination date that will occur in a subsequent calendar year and further specifies that the Employee is required to continue providing service through that later termination date, then such payment will be paid by March 15th of the calendar year following the Employee's termination date (such date, in either case, referred to herein as the "latest payment date"). (c) In order for the Employee to receive the Separation Payment, the Employee must sign a release of claims ("Release") in substantially the form set forth in Attachment A to this Agreement on or prior to the end date of the expiration of the consideration period (not less than 21 days) set forth in the Release. The Company agrees to provide the Employee with the Release within 10 days of the Termination Date, and in all cases no later than a date such periodthat the last day of any revocation period described in the Release will occur on or before February 28 of the year in which the latest payment date occurs. If the Employee fails to sign the release within the time frame specified therein, the Executive Employee will forfeit any right to the Separation Pay and the Employee shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall not be entitled to any amounts owing but not yet paid pursuant payments replacing the Separation Payment. (d) In the event the Company terminates the Agreement and the Employee's employment under this section, all outstanding equity awards granted under compensatory plans shall vest 100%; provided however, if an outstanding equity award is subject to Section 3(e)409A, the acceleration of vesting will not change the time or form of payment in a manner that would violate Section 409A; andif an outstanding equity award is exempt from Section 409A, the award will be administered in a manner that retains such exemption or otherwise complies with Section 409A. (ive) In the Executive event the Company terminates the Agreement and the Employee's employment under this section, the Employee shall have ninety (90) days from the Termination Date to exercise any stock options to acquire shares of Klondex Mines (or any successor) that he holds that have vested and are unexercised on or before the Termination Date. The Employee shall not be entitled to his rights be awarded or have any right to indemnification receive, after the Termination Date, any further stock options or damages in lieu of receipt of further stock options, which would have vested after the Termination Date. Except as otherwise provided in this Section 5.4 or as otherwise provided under Section 5 hereofminimum employment standards legislation, the Employee shall not be entitled to any further termination payments, damages or compensation whatsoever. (f) The Separation Payment is attributable to services performed in the United States.

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

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (excluding for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) receive bonus compensation earned but not yet paid pursuant under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Section 3(e)3(b) hereof; and (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, to be paid in accordance with Section 6(m)(i), 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 (with respect to completed Contract Years) to the Executive during the Term of Employment , or, if such termination occurs prior to the payment of any bonus hereunder, $1,000,000.00, to be paid in accordance with Section 6(m)(i); (v) receive reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $10,000.00 for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(m), cash payments, to be paid in accordance with Section 6(m)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(m) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be entitled required to mitigate his rights to indemnification under Section 5 hereofdamages hereunder.

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

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

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

Termination Without Cause. If(i) The Company may, during the Employment Periodat any time, terminate this Agreement without Cause on written notice to Executive. For purposes hereof, the Company terminates termination of this Agreement by Executive at his initiative following the employment date on which he learns of the occurrence of any of the following events shall constitute termination without Cause: (A) a reduction in Executive's then current Base Salary, which reduction is not the result of across-the-board Company action reducing current Base Salary; (B) the removal of Executive hereunder as Executive Vice President - Business Development of the Company; (C) a material diminution in Executive's duties or the assignment to Executive of duties that materially impair his ability to perform the duties normally assigned to a person of his title and position at a corporation of the size and nature of the Company; and (D) any change in Executive's obligation to report to the Chief Executive Officer of the Company. (ii) If Executive's employment is terminated without Cause (for any reason other than a reason set forth termination following Change of Control as defined in Section 4(a6(d) hereof), 4(b) or 4(c):, (iA) concurrent with such termination, the Company shall pay to the Executive as liquidated damages an amount equal to his accrued one (1) year of Executive's Base Salary up to and a pro-rata portion of any bonus earned by Executive (and not yet paid) provided that any targets or other requirements set by the date Board of termination, prorated Bonus Directors in connection with the grant of such bonus have been met on a pro-rata basis; (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of B) the Company preceding such termination shall pay to Executive any other amount (including any portion of employmentBase Salary) and any amounts payable pursuant earned, accrued or owing to the Supplemental Retirement Plan, in each case accrued Executive through the date of terminationtermination but not yet paid; (iiC) the Company vested stock options shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive remain exercisable for the three fiscal years remainder of the Company preceding their terms and granted but unvested options which would vest by their terms within 12 months of any such termination without Cause shall automatically vest and shall remain exercisable for the remainder of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)their terms; and (ivD) to the extent permitted by law, the Company shall deem Executive to be an executive of the Company for six (6) months after any such termination for purposes solely of any health plans. Amounts payable hereunder shall be entitled to his rights to indemnification paid in a maximum of twelve (12) equal monthly installments or, at the option of the Company, in a lump sum. Such payments shall commence within thirty (30) days of any such termination under this Section 5 hereof6(b).

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2 or 5.3), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employmenti) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Executive's Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if (the effective date of "Continuation Period") which is 180 days following the termination of the Executive's employment with the Company Company, in the manner and at such time as the Base Salary otherwise would have been payable to the Executive, (ii) continue to calculate the Incentive Compensation and continue to provide the Executive with the benefits he was receiving under this Sections 4.2, 4.4 and 4.6 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, (iii) pay to the Executive the accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the end of the Continuation Period calculated in accordance with Section 4(d3.3(g) occurs at least one year after hereof, and (iv) pay to the Executive a lump sum payment equal to the greater of (x) the sum of the Executive's Date Base Salary plus the Incentive Compensation for the preceding fiscal year or (y) the sum of Hire and one-half of the Executive's Base Salary for a any remaining portion of the Initial Term plus the Incentive Compensation for the preceding fiscal year, such amounts to be paid to the Executive within fifteen (15) days of the end of the Continuation Period. Upon any termination pursuant to this Section 5.4, the Executive shall remit to the Company that pro rata portion of his Base Salary for any remaining period of twenty-four months if the effective date fiscal quarter for which the Executive received his Base Salary in advance pursuant to Section 3.2. In the event that the Company is unable to provide the Executive with any Benefits under any plans maintained by the Company by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under this Section 4(d) occurs at least five years after shall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's Date benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of Hire; providedthe year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, all of the Stock Options granted to the Executive pursuant to Section 4.5 which are vested at the time of the termination of the Executive's employment pursuant to this Section 5.4 may be exercised until the earlier of (x) the three-month period immediately following the date of such termination of employment and (y) the expiration of the term specified in the Stock Option. Any unvested portion of the restricted stock granted to the Executive pursuant to Sections 3.1, 3.3(c), 3.3(d) and 3.3(e) shall immediately vest. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. If, during In the Employment Period, event that the Executive’s employment hereunder is terminated by the Company terminates prior to the employment expiration of the Executive hereunder for any reason Term other than a reason set forth for Disability or death or for Cause in accordance with Section 4(a)7(a) hereof, 4(bhe shall, subject to the provisions of Section 7(f) or 4(c):hereof, be entitled to: (i) concurrent with such terminationan amount, payable in a lump sum as soon as practicable following the Company shall pay Termination Date, equal to the Executive product of (x) the sum of his annual Base Salary at the rate in effect as of the Termination Date plus an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive cash bonus earned by him for the three fiscal (3) calendar years of the Company preceding such termination of employment) and any amounts payable pursuant prior to the Supplemental Retirement PlanTermination Date, multiplied by (y) the number of whole months remaining in each case accrued through the date of terminationTerm (but not less than 24) divided by (z) 12; (ii) an annual cash bonus under the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive Plan for the three fiscal years year of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary termination, determined and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs paid at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such periodyear (x) as if the Executive’s employment hereunder had continued, (y) as if “target” performance levels had been attained on all individual performance goals and (z) using actual performance as against corporate goals, provided that the amount actually paid shall be prorated based on the number of days during the year of termination on which the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced was employed by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)Company; (iii) with respect to Restricted Stock, OPP benefits, and other awards under Section 5 hereof: (A) any awards (including OPP awards made in the form of Restricted Stock) that vest solely based on continued employment and are not otherwise vested as of the Termination Date shall vest as of such date; (B) with respect to any awards (other than OPP benefits) that vest in whole, or in part, based on performance (as distinct from continued service alone) and are not otherwise vested as of the Termination Date, if a pertinent performance period (including, for this purpose, the longest applicable multi-year performance period that could have applied had no termination of employment occurred) has not ended on or prior to such date, the amount of the award (e.g., number of shares of Restricted Stock) earned by the Executive shall be determined as of such date as if that performance period had ended on such date (with performance accordingly measured against target performance over the shortened performance period rather than against target performance over the originally scheduled performance period), and any portion of the award earned shall vest as of such date, without proration; (C) with respect to the OPP, if the Termination Date occurs on or prior to the date that awards are otherwise made in respect of the OPP, the size of the OPP performance pool shall be determined using a Measurement Period that ends on the earlier of (x) the expiration of the scheduled Measurement Period and (y) the Termination Date, and with the Company Ending Value determined as of the earlier of such dates, based on the average closing market price of the Company’s common stock for the ten consecutive trading days immediately prior to the earlier of such dates, and any OPP awards shall be made as promptly as reasonably practicable thereafter, in the form of fully vested shares or cash; and (D) except to the extent otherwise provided in an applicable deferral election of the Executive, any shares, or other awards that vest pursuant to this Section 7(b)(iii) shall pay out promptly after vesting; (iv) continued participation, for the Executive and his dependents, through the later of the end of the Original Term and the first anniversary of the Termination Date, in all medical, dental, vision, prescription drug, hospitalization and health insurance coverages and benefits in which they were participating as of the Termination Date, on terms and conditions that are no less favorable to them than those that apply to other participants generally, and with continuation coverage benefits under group health plans as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, commencing following such period, provided, that such entitlements 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 a subsequent employer, and provided, further, that to the extent that the Executive, or any of his dependents, is precluded from continuing full participation in any coverage or benefit as provided in this Section 7(b)(iv), the Executive shall be entitled to the after-tax economic equivalent of any amounts owing but not yet paid pursuant coverage or benefit foregone, for which purpose the economic equivalent shall be deemed to Section 3(e)be the total cost of obtaining such coverage or benefit on an individual basis, with payment of such after tax economic equivalent to be made quarterly in advance, without discount; and (ivv) the Executive shall be entitled to his rights to indemnification under benefits described in Section 5 7(d) hereof.

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

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

Termination Without Cause. IfThe Company shall have the right at any time to terminate your employment and this Agreement without Cause, during the Employment Periodand in such event, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(bfollowing shall apply: (1) or 4(c): You shall receive (i) concurrent fifty (50%) percent of your Base Salary for the remainder of the Term up to a maximum of six (6) months’ salary, however, if such termination occurs in the last six (6) months of the Term, then you will receive three (3) months’ Salary or the salary for the remainder of the Term, whichever is less (in either case calculated at the rate in effect at the time of your termination and all payable in substantially equal installments in accordance with the Company’s normal payroll practices commencing as of the first regular pay date following such terminationtermination)(the “Severance Payment”), the Company shall pay to the Executive an amount equal to his accrued (ii) unpaid Base Salary up to the date of termination (and calculated at the rate in effect at the time of your termination), prorated Bonus (based on iii) accrued benefits in accordance with their applicable policies, (iv) any bonus granted by the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years Board but unpaid in respect of the Company fiscal year immediately preceding the fiscal year during which termination occurs pursuant to this subparagraph 14.D which shall be payable to you by the Company at such time as the Company pays bonuses to its senior executives in respect of the fiscal year concerned, but in no event later than March 15 of the calendar year following the calendar year in which such termination of employmentoccurs, (v) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued approved but unreimbursed expenses incurred through the date of termination;termination payable in accordance with the Company’s policies and paragraph 7 hereof. Collectively, the amounts listed in items 14.D(1)(ii) through (v) shall be referred to as “Accrued Amounts.” (ii2) If the termination under this Paragraph 14D shall occur at any time up to the first anniversary of the Effective Date, you shall forfeit a portion of the 400,000 Shares applicable the period of the Term that is 360 days following the date this Agreement is terminated by Company without Cause as follows: You shall forfeit Shares equal to the result of the 400,000 Shares multiplied by a fraction the numerator of which is the number of days that remain in the Term after the date that is 360 days following the termination date and the denominator of which is 730. The Shares that are not forfeited shall continue to pay vest and continue to be subject to the Executive his Base Salaryrestrictions that are otherwise applicable to such Shares, average Bonus (based on and the average forfeitures shall be applied starting with the Shares that would otherwise vest last. If the termination under this Paragraph 14D shall occur after the first anniversary of the annual Bonuses paid Effective Date, there shall be no forfeiture of Shares under this Paragraph 14D. (3) Notwithstanding the foregoing, you shall not be entitled to receive the payments in 14D(1)(i) above unless you execute a general release in favor of Company in a form provided by and acceptable to the Executive for Company (the three fiscal years “Release”) within fifty (50) days following the date of termination of your employment, or such earlier date specified in the Release (collectively, the “Release Period”), which will include, among other provisions, each of the Company preceding such termination of employment divided provisions set forth on Exhibit A hereto, and the Release is not revoked by the applicable pay period (said Base Salary you, and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, howeverfurther, that ifyou are in full compliance with paragraph 12 hereof. Notwithstanding the foregoing, any payment pursuant to Paragraph 14D(1)(i) above that is scheduled to be made prior to the end of such period, date the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall Release is effective will be reduced accumulated and held by the amount Company on your behalf and paid to you with the Company’s regular bi-weekly payroll cycle which is sixty (60) days following your termination of compensation earned by the Executive from his or her new employment during such period (except that employment, but in no event shall any such reduction result in prior to the Executive receiving an amount pursuant to this clause (ii) that would be less than effectiveness of the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofRelease.

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (excluding for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) receive bonus compensation earned but not yet paid pursuant under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Section 3(e)3(b) hereof; and (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, to be paid in accordance with Section 6(l)(i), his Base Salary as established under and in accordance with Section 3(a) hereof and (B) a payment equal to fifty percent (50%) of the average of the actual annual bonuses paid or payable (with respect to completed Contract Years) to the Executive during the Term of Employment , or, if such termination occurs prior to the payment of any bonus hereunder , $750,000.00, to be paid in accordance with Section 6(l)(i); (v) receive reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $5,000.00 for each year during a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be entitled required to mitigate his rights to indemnification under Section 5 hereofdamages hereunder.

Termination Without Cause. If, (a) At any time during the Employment PeriodPeriod while Executive is serving as Chief Executive Officer, Fusion shall have the Company terminates the right to terminate Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay by written notice to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifin addition to the Accrued Obligations, Fusion shall (a) pay, or cause to be paid, to Executive in cash, in twenty four (24) equal monthly installments, after the effective date of the termination, the pro-rata portion of his target annual bonus amount for the calendar year in which his termination has occurred, (b) pay, or cause to be paid, to Executive, in cash, in twenty four (24) equal monthly installments, after the effective date of the termination, an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect plus an amount equal to one hundred fifty percent (150%) of the maximum annual bonus amount contemplated by Section 2.2 as if Executive and the Company achieved all targets and objectives for that year, in all cases subject to Section 3.7, and (c) use reasonable efforts to maintain Executive’s coverage (and, where applicable, the coverage for his spouse and eligible dependents) under the medical plan(s) maintained by the Companies for the duration of the Post-Employment Restricted Period (as defined below) on the same terms as immediately prior to the termination of Executive’s employment, provided that, in the event that such coverage cannot be maintained, Fusion shall, for the duration of the Post-Employment Restricted Period, reimburse Executive for premiums paid by Executive to continue such coverage pursuant to COBRA. At any time during the Employment Period while Executive is serving as President and Chief Operating Officer, Fusion shall have the right to terminate Executive’s employment hereunder by written notice to Executive; provided, however, that in addition to the Accrued Obligations, Fusion shall (a) pay, or cause to be paid, to Executive in cash, in twenty four (24) equal monthly installments, after the effective date of the termination, the pro-rata portion of his target annual bonus amount for the calendar year in which his termination has occurred, (b) pay, or cause to be paid, to Executive, in cash, in twenty four (24) equal monthly installments, after the effective date of the termination, an amount equal to one hundred percent (100%) of his Base Salary then in effect plus an amount equal to one hundred percent (100%) of his annual bonus contemplated by Section 2.2 as if Executive and the Company achieved all targets and objectives for that year, in all cases subject to Section 3.7, and (c) use reasonable efforts to maintain Executive’s coverage (and, where applicable, the coverage for his spouse and eligible dependents) under the medical plan(s) maintained by the Companies for the duration of the Post-Employment Restricted Period (as defined below) on the same terms as immediately prior to the termination of Executive’s employment, provided that, in the event that such coverage cannot be maintained, Fusion shall, for the duration of the Post-Employment Restricted Period, reimburse Executive for premiums paid by Executive to continue such coverage pursuant to COBRA. Fusion shall be deemed to have terminated the Executive’s employment pursuant to this Section 3.5 if such employment is terminated (a) by Fusion without Cause, or (b) by the Executive voluntarily for “Good Reason.” For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events, in each case without Executive’s consent; provided that, in each case, (A) Executive shall provide Fusion with written notice specifying the circumstances alleged to constitute Good Reason within ninety (90) days following the first occurrence of such circumstances; (B) Fusion shall have an opportunity to promptly (in any event within thirty (30) days following receipt of such notice) cure such circumstances; and (C) if Fusion has not cured such circumstances within such thirty (30)-day period, Executive shall terminate his employment not later than sixty (60) days after the end of such thirty (30)-day period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.:

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of the Executive hereunder for Employment without cause. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.2, 5.3 or 5.5), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount Employee any unpaid Base Salary through the effective date of termination specified in such notice, (ii) pay to the Employee his accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the termination of the Employee's employment with the Company, (iii) pay to the Employee, as a single lump sum payment within thirty (30) days of the date of termination hereunder, one month of Base Salary per full year of service during the Term of Employment, (iv) continue to provide the Employee with the benefits he was receiving under Section 4.2 hereof (the "Benefits") for a period of one year after the date of termination in the manner and at such times as the Benefits otherwise would have been payable or provided to the Employee, or, if earlier, until similar benefits are obtained by the Employee through new employment, (v) only if termination occurs prior to the first anniversary of the Commencement Date, a third of the non-incentive stock options to be granted on the Commencement Date, pursuant to Clause 4.3 above will immediately vest and shall be exercisable in accordance with the provisions of Panamco's Equity Incentive Plan and (vi) only if the termination occurs prior to the third anniversary of the Commencement Date, reimburse the Employee for reasonable moving expenses incurred as a result of the Employee's relocation back to his home country. In the event that the Company is unable to provide the Employee with any Benefits required hereunder by reason of the termination of the Employee's employment pursuant to this Section 5.4, then the Company shall pay the Employee cash equal to the value of the Benefit that otherwise would have accrued for the Employee's benefit under the plan, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Employee. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Employee. Further, the Employee may exercise the portion of his accrued Base Salary up Stock Options that was vested as of the date of termination as provided under the terms of any stock option plan in effect from time to time. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus and (based on y) payment of compensation for unused vacation days including both the same percentage of accrued Base Salary as compared to vacation days that have accumulated during the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding year in which such termination of employment) occurs and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through unused carryover vacation days from the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company immediately preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datesyear)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

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

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

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

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

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

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

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

Termination Without Cause. If5.4.1 The Company may terminate Executive's employment under this Agreement at any time upon six (6) months prior written notice to the Executive. Such termination shall be effective six (6) months following the date of such notice, provided that during such notice period the Employment PeriodBoard in its absolute discretion may relieve the Executive of all his duties, responsibilities and authority in respect to the Company and restrict the Executive's access to the Company's property. If the Company terminates the Executive's employment without Cause except during the one (1) year period following a Change in Control, the Executive shall be entitled to receive (a) the accrued and unpaid balance of his Base Salary through the termination date, (b) the greater of his Base Salary for the eighteen (18) month period following the date of termination or his Base Salary payable (in the absence of such termination) from the date of termination through the end of the Initial Term, paid, at the option of the Company, in accordance with the Company's normal payroll practice or in a lump sum, (c) unreimbursed expenses, (d) such retirement and other benefits earned by the Executive hereunder and vested (if applicable) under the terms of any employee benefit plan maintained by The MIIX Group or its affiliates in which the Executive participates paid in the normal course for any reason other than such payments, and (e) for the eighteen (18) month period following the date of 5.4.2 If the Executive's employment is terminated by the Company without Cause during the one (1) year period following a reason set forth Change in Section 4(a), 4(b) or 4(c): (i) concurrent with such terminationControl, the Company shall pay to Executive (a) the accrued and unpaid balance of his Base Salary through the termination date, (b) within thirty (30) days of such termination a lump sum payment equal to 2.99 multiplied by the Executive's Base Amount, (c) unreimbursed expenses, (d) such retirement and other benefits earned by the Executive and vested (if applicable) under the terms of any employee benefit plan maintained by The MIIX Group or its affiliates in which the Executive participates paid in the normal course for such payments, and (e) for an amount equal to his accrued Base Salary up to eighteen (18) month period following the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to coverage for the Executive for and his dependents (if applicable) under The MIIX Group's and its affiliates' health, life and benefit plans and programs. For purposes of both Sections 5.4.1 and 5.4.2, termination arising at the three fiscal years end of a term as a result of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable proproviding a Non-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) Renewal Notice shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus treated as termination without Cause and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) receive the Executive shall be entitled to his rights to indemnification under Section 5 hereofpayments provided in Sections 5.4.1 or 5.4.2, as the case may be.

Termination Without Cause. IfEmployer's Board of Directors may terminate Employee's employment, during the Employment Periodwith or without cause, the Company terminates the employment at any time by giving written notice of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement PlanEmployee, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive be effective on the Company's usual payroll dates)a date Employer________(Initial Here) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire3 Employee________ specified in such notice; provided, however, that if, prior to only in the end event of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive termination without cause Employee shall be entitled to receive the greater of (a) the Base Salary and bonus paid or accrued on Employee's behalf for the fiscal year of Employer immediately prior to the fiscal year in which the termination took place; or (b) the amount due Employee for Base Salary and target bonus during the balance of the then-current Employment Term. Payments shall be made, at the option of Employer, in cash or, in the case of the preceding item (a), in equal weekly payments using Employer's regular payroll periods or, in the case of the preceding item (b), over the balance of the Employment Term at the same time as current wages and bonuses are normally payable. Employee's participation in all benefit programs other than life, medical and disability insurance shall cease as of the date of termination. Employee's participation in the life, medical and disability insurance programs shall continue until the earlier of: (a) such time as Employee is employed by another employer and is covered or permitted to be covered by benefit plans of another employer without regard to the extent of such coverage; (b) the Employer no longer provides such benefit plans to individuals holding the position of Executive Vice President/Division President and above; or (c) the expiration of the Employment Term in effect at the time of termination. This provision supersedes any amounts owing but not yet paid other severance program or policy that may be offered by Employer and is in lieu of such plan rather than in addition to other severance plans that may be in place, except with regard to any rights Employee may have pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofCOBRA.

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder Employer may terminate this Agreement for any reason other without cause at any time. “Without cause” termination shall also include, but not be limited to (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than a reason set forth 50 miles from Employee’s prior office location; or (iii) Employer’s material reduction of Employee’s base salary to an amount less than the base salary identified in Section 4(a)) of this Agreement (a reduction with an annualized value of $10,000 or more, 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average taking into account any related effect of the reduction on annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Planincentive, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll datesbe deemed material)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifin the case of the reasons stated in (i), prior (ii) and (iii) above, Employee must have given notice to Employer that an event under clause (i), (ii) or (iii) has occurred, that the end Employee objects to such action by the Employer and the circumstance must remain uncorrected by Employer after the expiration of 30 days after receipt of such periodnotice. If Employer terminates this Agreement without cause, Employer shall continue to pay, subject to Section 10, Employee the Executive shall obtain employment with another employer compensation provided for in Section 4(a) of this Agreement for a period of time equal to one year. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the time of termination. In addition, Employee will receive (i) any earned but unpaid Base Salary and accrued Paid Time Off through the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), date of Employee’s termination; (ii) reimbursement of expenses incurred by Employee through the amounts otherwise payable date of termination which are reimbursable pursuant to this clause Agreement; and (iiiii) shall be reduced by the Employee’s vested portion of any Magellan Health Services. Inc. deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may in its sole discretion pay Employee, on a pro-rata basis, the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (iiplan(s) that would be less than the amount the Executive as Employee would have earned if his Base Salary, average Bonus and other benefits Employee had been continued employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the nearest whole month) divided by 12 months. In determining whether a period pro-rata bonus shall be paid to Employee, the Employer may consider factors that include but are not limited to (i) the Employee’s target bonus (percentage of six months following such terminationbase salary); , (ii) the Company’s financial performance and (iii) the Executive Employee’s achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee’s bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be entitled to any amounts owing but not yet paid pursuant at the Employer’s sole discretion and shall be contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of bonus, if any, shall be made at the time of the annual bonus payout for all employees, subject to Section 3(e4(b); and (iv) . COBRA coverage may be elected to continue health, dental, and vision insurance during the Executive shall Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the employee contribution rate for the health insurance portion of the COBRA coverage during the Severance Period. Dental and vision coverage under COBRA will be entitled to his rights to indemnification under Section 5 hereofbilled at the full COBRA rate.

Termination Without Cause. If, during If the Employment Period, Executive’s employment with the Company terminates is terminated by the employment of Company (other than for Cause, Disability or Death), then the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):shall be entitled to the following benefits: (i) concurrent with such termination, the Company shall pay to the Executive the following amounts: (1) in cash within 30 days after the Date of Termination the aggregate of the lump sum of (A) the Executive’s unpaid base salary through the Date of Termination (including, without limitation, the base salary that the Executive elected not to receive during 2002), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent, including specifically for 2002 such bonus that the Executive would otherwise have been eligible to receive but for the reduction or elimination of bonuses payable to executives of the Company) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); (2) in a lump sum in cash within 30 days after the Date of Termination an amount equal to his accrued Base Salary up the Executive’s highest annual bonus during the five-year period prior to the date Date of termination, prorated Bonus Termination; and (based on the same percentage of accrued Base Salary as compared 3) an amount equal to the Executive’s highest annual Base Salary multiplied times base salary during the average of the annual Bonuses paid five-year period prior to the Executive for Date of Termination. The payment of such amount shall, at the three fiscal years Company’s option, be paid either (x) in a lump sum in cash within 30 days after the Date of Termination or (y) in equal installments during the Company preceding 12 month period following the Date of Termination in accordance with the Company’s then current payroll practices (as such termination of employment) and any amounts payable pursuant practices may be amended from time to the Supplemental Retirement Plan, in each case accrued through the date of termination;time). (ii) for 12 months after the Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid provide benefits to the Executive for and the three fiscal years Executive’s family at least equal to those 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 Effective Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireits affiliated companies; provided, however, that if, prior to the end of such period, if the Executive shall obtain employment becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced provided by the amount of compensation earned by Company, then the Company shall no longer be required to provide those particular benefits to the Executive from and his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination)family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be entitled hereinafter referred to any amounts owing but not yet paid pursuant to Section 3(eas the “Other Benefits”); and (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be entitled considered to his rights to indemnification under Section 5 hereofhave remained employed by the Company until 12 months after the Date of Termination.

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

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice to the Executive hereunder for Executive. Upon any reason other than termination pursuant to this Section 5.2, or upon any termination pursuant to Section 5.3 or Section 5.4, (that is not a reason set forth in Section 4(atermination under any of Sections 5.1, 5.5 or 5.6), 4(b) or 4(c): (i) concurrent with such termination, the Company shall (i) pay to the Executive an amount any unpaid Base Salary through the effective date of termination specified in such notice, (ii) continue to pay the Executive’s Base Salary for the remainder of the Initial Term, or the Renewal Term if such termination occurs during a Renewal Term, but in no event less than one (1) year’s Base Salary (the “Continuation Period”), (iii) continue to provide the Executive with the benefits he/she was receiving under Section 4.2 hereof (the “Benefits”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive and (iv) within thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the date of termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s employment pursuant to this Section 5.2, then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to his the value of the Benefits that otherwise would have accrued Base Salary up for the Executive’s benefit under the plan, for the period during which such Benefits could not be provided under the plans. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Further, if Executive is terminated without cause under this Section 5.2, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, prorated Bonus (based subject, however, to the provisions of Section 4.1). For all purposes under this Agreement, the failure by the Company to offer to renew the Agreement following the expiration of the Initial Term or any Renewal Term on the same percentage of accrued Base Salary terms and conditions hereunder shall be treated as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of if the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under terminated this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable Agreement pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof5.2.

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

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent Notwithstanding Section 3 of this Agreement, and subject to Employee’s compliance with Section 6(c)(ii), below, if Employee is discharged and this Agreement is terminated without Cause by Employer, Employer shall pay to Employee, within sixty (60) days of such termination, the Company shall pay to the Executive an amount a single lump sum payment (“Separation Payment”) equal to his accrued Base Salary up to the date of termination, prorated Bonus one and a half (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied 1.5) times the average sum of the annual Bonuses paid to the Executive for the three fiscal years Employee’s base salary (in effect as of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination Employee’s last day of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)with Employer) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireplus target bonus; provided, however, that ifif such sixty- (60-) day payment period spans two (2) taxable years, then the Separation Payment shall be made on the first business day in the second taxable year. In addition, Employer shall provide payment to and reimbursement to Employee, on the first payroll date following the date of termination, for any monies due to Employee which right to payment or reimbursement accrued prior to such discharge. Employee and Employer each agree and acknowledge that the end Separation Payment supersedes and replaces any other benefit program established by Employer and applicable to Employee, if any, and that the Separation Payment represents a greater amount of such periodpost-termination pay which Employee would have otherwise been eligible to receive under any of Employer’s severance or reduction in pay programs, if any. As such, Employee acknowledges that the Separation Payment constitutes a valuable, bargained for exchange which provides a substantial benefit to Employee and thus constitutes additional independent consideration for the covenants contained in this Agreement, including, without limitation, the Executive covenants described in Section 5 of this Agreement. (ii) Employee’s right to the Separation Payment shall obtain employment with another employer be subject to his/her execution and delivery to Employer of a waiver and release of claims substantially in the form attached hereto as Exhibit “D,” as may be updated by Employer to reflect changes in applicable law (the Executive being obligated to use “Release”), within twenty-one (21) days (or, in the case of a reduction in force, forty-five (45) days) following the date of his or her reasonable best efforts termination (the “Release Period”) and such Release not being revoked during the seven (7) days following such delivery. For the avoidance of doubt, if Employee either (A) fails to secure employment during such period)execute and deliver the Release to the Company within the Release Period or (B) executes and subsequently revokes the Release, the amounts otherwise payable pursuant to this clause (ii) no Separation Payment shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant made to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofEmployee.

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

Termination Without Cause. IfIn the event the Executive’s employment is terminated without cause, during the Employment Periodpursuant to Section 4.5, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal shall remain eligible to his accrued Base Salary up to the date of termination, prorated receive a Sale Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to and in accordance with the Supplemental Retirement Planprovisions of Section 3.2 hereof, in each case accrued through the date of termination; including Section 3.2(f)(iv), and (ii) the Company shall continue to pay the Executive his Base Salarysalary, average Bonus (based on the average of the annual Bonuses paid pursuant to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Section 3.1, for a period of twelve time after termination as described below: (a) If the Company has not achieved the target performance benchmarks as set forth on Exhibit B, attached hereto, with respect to either the first eighteen (18) months if of the effective Employment Period, or, thereafter, with respect to the most recently ended six (6) month semi-annual period, and provided that the Company terminates the employment of the Executive within thirty (30) days after the end of either the first eighteen (18) months of the Employment Period, or, thereafter, the most recently ended six (6) month semi-annual period, the Company shall pay Executive his salary pursuant to Section 3.1 of this Agreement for six months following the date of the termination of the Executive's employment with ’s employment. (b) If the Company under terminates the employment of the Executive without cause, other than pursuant to Section 5.3(a) hereof, then the Company shall pay Executive his salary pursuant to Section 3.1 of this Section 4(d) occurs at least one year after Agreement for the Executive's Date following number of Hire and for a period of twenty-four months if following the effective date of the termination of Executive’s employment: the Executive's employment with the Company under this Section 4(dsum of (i) occurs at least five years after the Executive's Date of Hire; providedsix months, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause and (ii) shall be reduced the excess (if any) of thirty six (36) months over the number of full months Executive has been employed by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination);Company. (iiic) the The Executive shall not be entitled to any amounts owing but not yet paid pursuant to of the pay described in this Section 3(e); and (iv) 5.3 unless and until the Executive shall be entitled executes and delivers to the Company a release in form and substance acceptable to the Company and substantially similar to the release attached hereto as Exhibit A by which the Executive releases the Company from any obligations and liabilities related to his rights employment or termination of employment, except for the Company’s obligations with respect to indemnification the payment of continuing salary under this Section 5 hereof5.3. The parties hereto acknowledge and agree that the compensation to be provided under this Section 5.3 is to be provided in consideration for the above-specified release, including a release under the Age Discrimination in Employment Act.

Termination Without Cause. If, during In the Employment Period, event the Company terminates the Executive’s employment of with the Executive hereunder for any reason other than a reason set forth Company without Cause (as such term is defined in Section 4(a5(c) below), 4(b) or 4(c): (i) concurrent with such termination, the Company shall shall: (a) pay to the Executive an a lump sum amount (net of any required withholding) equal to his accrued Base Salary up twelve (12) months of monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve month period prior to the termination of his employment)(“Base Salary”)(which shall be paid within ten business days following the Executive’s last date of termination, prorated Bonus employment); (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid b) pay to the Executive for a lump sum amount (net of any required withholding) equal to the three fiscal years pro rata share of the Company preceding such termination of employment) and any amounts bonus that would otherwise have been payable to the Executive pursuant to the Supplemental Retirement PlanCompany’s Performance Bonus Plan (the “PBP”) during the year in which the termination occurs had his employment not been terminated by the Company, based on bonus arrangements in each case accrued effect at any time during the twelve month period immediately prior to the termination of his employment, such pro rata share to be calculated from the beginning of the fiscal year in which the termination occurs through the date of termination; termination (ii) which shall be paid within ten business days after the Company shall continue to pay the Executive his Base Salarypayment of bonuses, average Bonus (based on the average of the annual Bonuses paid if any, to the Executive Company’s executive officers pursuant to the PBP for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits year in which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hireoccurred); provided, however, that if, prior such pro rata bonus shall only be payable to the end of such periodextent of, and in accordance with, (i) the Executive shall obtain employment with another employer (Company’s determination that the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)Company’s and the Executive’s PBP performance goals have been satisfied, the amounts otherwise payable pursuant to this clause and (ii) shall be reduced by the amount Company’s determination to pay bonuses to its executive officers, for the year in which the termination occurs; (c) upon the effective termination of compensation earned the Executive’s employment, cause any unexercisable installments of any stock options of the Company or any subsidiary or affiliate of the Company held by the Executive from his or her new on the Executive’s last date of employment during such period (except with the Company that in no event shall any such reduction result in the Executive receiving an amount pursuant have not expired to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e)become exercisable; and (ivd) upon the Executive shall be entitled effective termination of the Executive’s employment, cause any unvested portion of any qualified or non-qualified capital accumulation benefits, and any unvested portion of any qualified or non-qualified awards made pursuant to his any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (but excluding stock options), to indemnification under Section 5 hereofbecome immediately vested (subject to applicable law) and free from all restrictions and conditions.

Termination Without Cause. If, during the Employment Period, (a) Each of the Company terminates and the Employee may terminate the Employee's employment of the Executive hereunder under this Agreement at any time for any reason other than a reason set forth in Section 4(a)whatsoever, 4(b) without any further liability or 4(c): (i) concurrent with such termination, obligation of the Company shall pay to the Executive an amount equal Employee or of the Employee to his accrued Base Salary up to the Company from and after the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan(other than liabilities or obligations accrued but unsatisfied on, in each case accrued through or surviving, the date of such termination; ), by sending ninety (ii90) days' prior notice to the other party. In the event the Company elects to terminate the Employee's employment under this Agreement pursuant to this Section 12, the Company shall continue to pay the Executive his Base SalaryEmployee, average Bonus in equal semi-monthly installments, the full Salary (based on the average inclusive of the annual Bonuses paid to the Executive for the three fiscal years medical plan, but exclusive of the Company preceding bonuses, if any) as such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which otherwise would otherwise be payable hereunder have accrued for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(dequal to six (6) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hiremonths; provided, however, that ifif the Company elects to terminate this Agreement during the Employee's first year of employment with the Company, such amount shall be twelve (12) months' salary. In the event the Employee terminates his employment hereunder within ninety (90) days after a Detrimental Change (as hereinafter defined), the Company shall continue to pay the Employee, in equal semi-monthly installments, the full Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise would have accrued until the latest of (i) the expiration of the then current Term of Employment, or (ii) the expiration of six (6) months following the effective date of termination of the Employee's employment hereunder, or (iii) the expiration of twelve (12) months following the effective date of termination of the Employee's employment hereunder if such termination takes place during the Employee's first year of employment with the Company. In the event the Employee elects to terminate the Employee's employment under this Agreement, other than as set forth in the immediately preceding sentence, prior to the end of such periodthe Term of Employment, the Executive Company's obligation to pay Salary shall obtain cease as of the effective date of termination. Any termination of the Employee's employment under this Agreement by the Company as provided in this Section 12 shall be in addition to, and not in substitution for, any rights with another employer (respect to termination of the Executive being obligated Employee which the Company may have pursuant to use his or her reasonable best efforts to secure Section 11. Notwithstanding any termination of the Employee's employment during such period), the amounts otherwise payable under this Agreement pursuant to this clause (ii) Section 12, the Employee, in consideration of his employment hereunder to the date of such termination, shall be reduced remain bound by the amount provisions of compensation earned Section 7, 8, 9 and 14 hereof following any such termination. (b) As used in this Agreement, "Detrimental Change" shall mean a detrimental change in the nature or scope of the Employee's employment or duties which is inconsistent with those duties customarily performed by a company's Chief Financial Officer. Detrimental Change shall include, without limitation, the assignment of the Employee to any duties substantially inconsistent with those of senior executive management, the removal of the Employee from, or any failure to re-elect him as an officer of the Company, the assignment of the Employee to be under the direct supervision of anyone reporting directly or indirectly to the Chairman or CEO of the Company, a reduction in Salary or other employee benefits, the failure by the Executive Company to continue to provide the Employee with substantially similar bonus opportunities, the relocation of the Employee's primary office of employment to a location other than New York city and more than fifty (50) miles from his or her new employment during the location of such period (except that in no event shall any such reduction result in office prior to the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salaryrelocation, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofsubstantially increased travel requirements.

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

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

Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for At any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, time the Company shall pay have the right to terminate this Agreement and the Executive’s employment hereunder without Cause by written notice to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that ifthe Company shall, prior subject to the end of such period, execution and non-revocation by the Executive shall obtain employment of release agreement in the form attached hereto as Exhibit A: (a) pay to the Executive, in a lump sum payment on the first payroll date (consistent with another employer the Company’s normal payroll schedule) following such termination date, an amount equal to the sum of (i) an amount equal to 6 months of the Executive being obligated to use his or her reasonable best efforts to secure employment during such period)Executive’s Base Salary at the time of termination, the amounts otherwise payable pursuant to this clause plus (ii) shall be reduced by a single-sum amount equal to 12 times the amount of compensation earned by monthly COBRA premiums (including the Executive from his or her new employment during such period two-percent (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii2%) administrative charge) that would be less than the amount necessary to permit the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued to continue group insurance coverage under the Company's plans for a period of 6 months, (b) pay bonus to Executive, in a lump sum payment on the first payroll date (consistent with the Company’s normal payroll schedule) following such termination date, in the amount of $232,825.00, multiplied by a fraction, the numerator of which is the number of full months or partial months Executive is employed from the beginning of the performance period (currently calendar year) through Executives’ date of termination, and the denominator of which is 12; (c) vest a portion of Executive’s unvested equity (including but not limited to stock options, restricted stock, RSUs) as of immediately prior to such termination equal to that portion that would have vested in the six months following termination had Executive remained employed during such termination); six months; and (iiid) provide that the Executive has a period of 18 months following Executive’s termination to exercise any vested stock options (provided, however, that no stock option will be exercisable after the expiration of the term of such stock option) notwithstanding any provision in any award agreement to the contrary. The Company shall be entitled deemed to have terminated the Executive’s employment pursuant to this Section 3.4 if such employment is terminated by the Company without Cause. Upon any amounts owing but not yet termination pursuant to this Section 3.4, the Company shall have no further liability hereunder (other than for the compensation and benefits required to be paid or provided to Executive and/or Executive’s family pursuant to Section 3.0 above and the Retention Bonus required to be paid pursuant to Section 3(e2.10 above.); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfSubject to Section 11, during if the Employment PeriodEmployer shall Terminate Executive’s employment without Cause, the Company terminates the employment then in consideration of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c):Executive’s services rendered prior to such Termination; (i) concurrent with such termination, the Company Employer shall pay to Executive the Executive aggregate of the following amounts: A. in a lump sum on the 30th day following the Date of Termination, (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (2) any accrued vacation, sick leave, paid time off and similar pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and B. beginning on the first day of the first calendar month following the Date of Termination and continuing thereafter on the first day of the next ( ) calendar months, an amount equal to his accrued Executive’s Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination;divided by 12; and (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the extent not theretofore paid or provided and to the extent due in connection upon a Termination of employment, the Employer shall timely pay or provide to Executive for the three fiscal years of the Company preceding such termination of employment divided any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under any welfare benefit plan, practice, policy or program provided by the applicable pay period Employer (said Base Salary including, without limitation, medical, hospitalization, prescription, dental, disability, employee group life, accidental death and average bonus being payable pro-rata to the dismembership, and travel accident insurance plans and programs (“Welfare Benefit Plans”) in which Executive on the Company's usual payroll dates)is a participant; and (iii) and all other benefits which would otherwise be payable hereunder for a period of twelve months if following the effective date Date of Termination, the Employer shall continue to provide medical, hospitalization, prescription and dental insurance coverages (“Insurance Coverages”) to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Employer’s Insurance Coverages as of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Termination had Executive's ’s employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hirenot been terminated; provided, however, that if, prior to the end of such period, the if Executive shall obtain employment becomes employed with another employer (and is eligible to receive substantially the same benefits under the other employer’s plans as Executive being obligated to use his or her reasonable best efforts to secure employment during such period)and/or Executive’s family would receive under the Insurance Coverages, the amounts otherwise payable pursuant to this clause (ii) Insurance Coverages shall be reduced by secondary to those provided under the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereofemployer’s plans.

Termination Without Cause. IfIn the event that the Executive's employment hereunder is terminated by the Company, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth due to Disability in accordance with Section 4(a9(b) or for Cause in accordance with Section 9(c)(i), 4(b) or 4(c):he shall be entitled to: (i) concurrent with such termination, a prompt lump-sum payment equal to the Company shall pay amount of the future Base Salary that would have been payable to the Executive an amount equal to his accrued Base Salary up to had he remained employed by the date of termination, prorated Bonus (based on Company through the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average third anniversary of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of terminationEffective Date; (ii) continuing payments of annual incentive awards for each year remaining through the Company shall continue third anniversary of the Effective Date, in each case in an amount equal to pay the Executive his Base Salary, average Bonus (based on the average 75% of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided incentive bonus payment(s) earned by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder Chief Executive Officer for a period of twelve months if such year; PROVIDED, HOWEVER, that the effective date amount in respect of the termination year containing the third anniversary of the Executive's employment with Effective Date shall be prorated to reflect the Company under this Section 4(d) portion of such year that occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such periodanniversary and; PROVIDED, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during FURTHER, THAT each such period), the amounts otherwise payable pursuant to this clause (ii) payment shall be reduced by made no later than the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result date specified in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period last sentence of six months following such termination)Section 5; (iii) the Executive shall be entitled payments with respect to any amounts owing but not yet paid pursuant long-term incentive awards that have long-term incentive measurement periods ending after the Termination Date to Section 3(e); andthe extent provided in the applicable plans or programs or, if greater, award documents in the event of a retirement or, if greater, a termination of employment without cause; (iv) the continued right to exercise each outstanding stock option to the extent provided in the applicable plan or, if greater, grant document in the event of a retirement or, if greater, a termination of employment without cause, with each such option to become and remain exercisable to the extent provided in the applicable plan or, if greater, grant document in the event of a retirement or, if greater, a termination of employment without cause; (v) immediate vesting of all shares of Restricted Stock and, notwithstanding Section 9(d)(iv), the Stock Option; (vi) the retirement benefit payable pursuant to the Retirement Benefit Agreement; (vii) continued participation, until no earlier than the third anniversary of the Effective Date, for the Executive and each of his dependents in all employee welfare benefit plans, programs and arrangements in which they were participating as of such date, on terms and conditions that are no less favorable than those that applied on such date and with COBRA benefits commencing thereafter, provided that the Company's obligation under this Section 9(d)(vii) shall be entitled reduced to his rights to indemnification the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and (viii) the benefits described in Section 5 hereof9(h)(i).

Termination Without Cause. If, during the Employment Period, At any time the Company terminates shall have the employment right to terminate the Term of Employment by written notice not less than thirty (30) days prior to the Executive hereunder for termination date, to the Executive. Upon any reason other than termination pursuant to this Section 5.4 (that is not a reason set forth in Section 4(a)termination under any of Sections 5.1, 4(b) 5.2, 5.3 or 4(c): (i) concurrent with such termination5.5, the Company shall (i) pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)termination date any unpaid Base Salary through the date of termination specified in such notice, (ii) and all other benefits which would otherwise be payable hereunder pay to the Executive the accrued but unpaid Incentive Compensation, if any, for a period of twelve months if any Bonus Period ending on or before the effective date of the termination of the Executive's employment with the Company Company, at the time provided in Section 3.2f, (iii) pay to the Executive on the termination date a lump sum payment equal to three (3) times the sum of (x) his Base Salary as of the date of his termination and (y) the Formula Bonus for the year in which such termination occurs, assuming a Target Award Percentage of 100%, (iv) continue to provide the Executive with the benefits he was receiving under this Section 4(dSections 4.2 and 4.4 hereof (the "Benefits") occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months three (3) years immediately following the date of his termination in the manner and at such times as the Benefits otherwise would have been provided to the Executive, (v) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2f; (vi) pay to the Executive as a single lump sum payment, within 30 days of the date of termination, a lump sum benefit equal to the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under such plans but that would not have been forfeited if the effective date Executive's employment had contained for an additional three (3) years; and (vii) pay to the Executive any then unpaid Special Bonuses at the time provided in Section 3.2(c)(iii) and any Additional Special Bonus at the time provided in Section 3.2(c)(iii). In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive's employment with pursuant to this Section 5.4, then the Company under shall promptly reimburse the Executive for amounts paid by the Executive to acquire comparable coverage. Upon any termination effected and compensated pursuant to this Section 4(d5.4, the Company shall have no further liability hereunder (other than for (x) occurs at least five years after reimbursement for reasonable business expenses incurred prior to the Executive's Date date of Hire; providedtermination, subject, however, that if, prior to the end provisions of such periodSection 4.1, the Executive shall obtain employment with another employer and (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (iiy) shall be reduced by the amount payment of compensation earned by for unused vacation days that have accumulated during the Executive from his or her new employment during calendar year in which such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such terminationtermination occurs); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof.

Termination Without Cause. IfThe Company shall have the right, during upon ninety (90) days’ prior written notice given to the Employment PeriodExecutive, to terminate the Company terminates the Executive’s employment of the Executive hereunder for any reason other than a reason set forth in Section 4(awhatsoever (excluding for Cause (as defined below), 4(b) or 4(c): (i) concurrent with ). In the event of such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of terminationhave no further obligations hereunder, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to (i) receive any accrued but unpaid salary and other amounts owing to which the Executive otherwise is entitled hereunder prior to the date of his termination without Cause, such salary to be paid in accordance with Section 3(a) and such other amounts to be paid in accordance with applicable payment provisions herein; (ii) receive bonus compensation earned but not yet paid pursuant under Section 3(b) hereof that relates to any Contract Year ended prior to the date of his termination without Cause, to be paid in accordance with Section 3(e)3(b) hereof; and (iii) receive a pro-rata portion of the annual bonus payout that the Executive would have been entitled to receive had he remained in employment through the end of the Contract Year during which the termination without Cause occurred, based on the portion of the Contract Year that has elapsed prior to such termination, and paid in accordance with Section 3(b) hereof; (iv) receive as damages (A) for a period ending on a date two (2) years from the date of termination without Cause, to be paid in accordance with Section 6(l)(i), 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 (with respect to completed Contract Years) to the Executive during the Term of Employment , or, if such termination occurs prior to the payment of any bonus hereunder, $1,000,000.00, to be paid in accordance with Section 6(l)(i); (v) receive reimbursement for financial counseling services specified under Section 5(b) hereof in the amount of $10,000.00 for a period of two (2) years from the date of termination, in accordance with Section 5(b) hereof; and (vi) participate for a period ending on a date two (2) years from the date of termination without Cause (the “Without Cause Continuation Period”), to the extent permitted by applicable law and regulations and the applicable benefit plan, program or arrangement, in any and all healthcare, life insurance and accidental death and dismemberment insurance benefit plans, programs or arrangements, on terms identical to those applicable to full-term senior officers of the Company. Because continued participation in any qualified pension and qualified retirement savings plans of the Company is not permitted during the Without Cause Continuation Period, the Company shall provide to the Executive, subject to Section 6(l), cash payments, to be paid in accordance with Section 6(l)(i), equal to the Pension Replacement Payment (as defined in Section 6(a)) with respect to the Without Cause Continuation Period. Notwithstanding the above, any amounts payable under this Section 6(c) that are separation pay as described under Treas. Reg. §1.409A-1(b)(9)(iii)(A) shall be paid no later than December 31 of the second calendar year following the year in which the Executive’s termination pursuant to this Section 6(c) occurs; any amounts payable under this Section 6(c) that are not otherwise exempt from Code section 409A are subject to, and payable in accordance with, Section 6(l) of this Agreement. Except as otherwise provided in this Section 6(c), the Company will have no further obligations under Sections 3, 4 and 5 hereof or otherwise. In the event of termination pursuant to this Section 6(c), the Executive shall not be entitled required to mitigate his rights to indemnification under Section 5 hereofdamages hereunder.

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