Common use of Acceptance and Term Clause in Contracts

Acceptance and Term. (a) The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. (b) The term (the “Term”) shall commence on the Effective Date and unless terminated sooner as provided in Section 8 hereof, shall continue during the period ending on the close of business on April 30, 2015 (the “Initial Term”). Thereafter, the Term shall be automatically extended, without further action by the Company or Executive, by one (1) additional year first on the expiration of the Initial Term, and then on each subsequent anniversary thereafter, unless, not less than thirty (30) days prior to the end of the Term (including any extension thereof), either Executive or the Company shall have notified the other in writing of his or its intention not to further extend the Term. In the event that the Company elects not to extend the Term, such non-extension shall be deemed to be a termination by the Company without Cause pursuant to Section 8(d) below; provided, that such termination shall constitute a termination for Cause under Section 8(c) under either of the two following circumstances: (A) for Cause existing prior to the Company giving its notice not to extend the Term, at the time the Company gives Executive notice of its intention not to extend the Term, the Company shall notify Executive of such Cause in accordance with the provisions of Section 8(c)(i) at least thirty (30) days before the expiration of the Term and Executive shall be provided the opportunity to cure in accordance with the provisions of Section 8(c)(i); or (B) for Cause arising after the Company gives its notice not to extend the Term and up until the expiration date of the Term (which, for this purpose, shall only include any of the matters set forth in clauses (i) and (ii) of Section 1(g) hereof), the Company shall notify Executive of such Cause under clauses (i) or (ii) of Section 1(g) hereof within thirty (30) days after the expiration of the Term in accordance the provisions of Section 8(c)(i). In the event that Executive elects not to extend the Term (and the Company does not notify Executive either upon delivery of notice pursuant to clause (A) above or within thirty (30) days after the expiration of the Term pursuant to clause (B) above that grounds existed to terminate Executive for Cause), such non-extension shall be deemed to be a termination by Executive without Good Reason pursuant to Section 8(f) below. (c) Notwithstanding anything herein to the contrary, upon the Executive reaching the age of fifty-seven and a half (57.5) (the “Minimum Retirement Age”) and provided that the Executive has been continuously employed by the Company from the date hereof through attainment of the Minimum Retirement Age, the Executive shall be entitled to notify the Company of his intention to retire from the Company upon ninety (90) days’ notice (the date of such retirement, the “Retirement Date”). Upon such retirement, all outstanding Company equity awards and unvested deferred compensation held by Executive as of the Retirement Date shall continue to vest in accordance with their terms as if Executive had continued to be actively employed by the Company (provided that any payment or settlement provisions set forth in such grant, award, or similar agreement that are required pursuant to Section 409A shall remain effective) for so long as Executive does not engage, (x) at any time prior to the applicable vesting dates, in any Competitive Activities (as defined in the Non-Interference Agreement), or (y) during the first twelve (12) months following such termination only, in any Interfering Activities (as defined in the Non-Interference Agreement). During any period which Executive is entitled to continued vesting pursuant to the immediately preceding sentence, Executive shall promptly provide the Company with notice following his engagement in any activities which could reasonably be considered Competitive Activities or, during the first twelve (12) months following such termination, Interfering Activities.

Acceptance and Term. (a) The Company agrees to continue to employ Executive, and Executive agrees to continue to serve the Company, on the terms and conditions set forth herein. (b) The term (the “Term”) of this Agreement shall commence on the Effective Date Date, and unless terminated sooner as provided in Section 8 hereof, shall continue during through the period ending on the close of business on April 30December 31, 2015 2020 (the “Initial Term”). Thereafter, the Term shall be automatically extended, without further action by the Company or Executive, by one (1) additional year first on the expiration of the Initial Term, and then on each subsequent anniversary thereafter, unless, not less than thirty (30) days prior to the end of the Term (including any extension thereof), either Executive or the Company shall have notified the other in writing of his or its intention not to further extend the Term. In the event that the Company elects not to extend the Term, such non-extension shall be deemed to be a termination by the Company without Cause pursuant to Section 8(d) below; provided, that such termination shall constitute a termination for Cause under Section 8(c) under either of the two following circumstances: (A) for Cause existing prior to the Company giving its notice not to extend the Term, at the time the Company gives Executive notice of its intention not to extend the Term, the Company shall notify Executive of such Cause in accordance with the provisions of Section 8(c)(i) at least thirty (30) days before the expiration of the Term and Executive shall be provided the opportunity to cure in accordance with the provisions of Section 8(c)(i); or (B) for Cause arising after the Company gives its notice not to extend the Term and up until the expiration date of the Term (which, for this purpose, shall only include any of the matters set forth in clauses (i) and (ii) of Section 1(g) hereof), the Company shall notify Executive of such Cause under clauses (i) or (ii) of Section 1(g) hereof within thirty (30) days after the expiration of the Term in accordance the provisions of Section 8(c)(i). In the event that Executive elects not to extend the Term (and the Company does not notify Executive either upon delivery of notice pursuant to clause (A) above or within thirty (30) days after the expiration of the Term pursuant to clause (B) above that grounds existed to terminate Executive for Cause), such non-extension shall be deemed to be a termination by Executive without Good Reason pursuant to Section 8(f) below. (c) Notwithstanding anything herein to the contrary, upon the or after Executive reaching reaches the age of fifty-seven and a half (57.5) (the “Minimum Retirement Age”) and provided that the Executive has been continuously employed by the Company from the date hereof through attainment of the Minimum Retirement Age, the Executive shall be entitled to notify the Company of his intention to retire from the Company upon ninety (90) days’ notice (the date of such retirement, the “Retirement Date”). Upon such retirement, all outstanding Company equity awards and unvested deferred compensation held by Executive as of the Retirement Date shall continue to vest in accordance with their terms as if Executive had continued to be actively employed by the Company (provided that any payment or settlement provisions set forth in such grant, award, or similar agreement that are required pursuant to Section 409A shall remain effective) for so long as Executive does not engage, (x) at any time prior to the applicable vesting dates, in any Competitive Activities (as defined in the Non-Non- Interference Agreement), or (y) during the first twelve (12) months following such termination only, in any Interfering Activities (as defined in the Non-Interference Agreement). During any period which Executive is entitled to continued vesting pursuant to the immediately preceding sentence, Executive shall promptly provide the Company with notice following his engagement in any activities which could reasonably be considered Competitive Activities or, during the first twelve (12) months following such termination, Interfering Activities.

Acceptance and Term. (a) The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. (b) The term (the “Term”) shall commence on the Effective Date Date, subject to the provisions of Section 14(a), and unless terminated sooner as provided in Section 8 hereof, shall continue during the period ending on the close of business on April 30, 2015 (the “Initial Term”). Thereafter, subject to the provisions of Section 14(a), the Term shall be automatically extended, without further action by the Company or Executive, by one (1) additional year first on the expiration of the Initial Term, and then on each subsequent anniversary thereafter, unless, not less than thirty (30) days prior to the end of the Term (including any extension thereof), either Executive or the Company shall have notified the other in writing of his or its intention not to further extend the Term. In the event that the Company elects not to extend the Term, such non-extension shall be deemed to be a termination by the Company without Cause pursuant to Section 8(d) below; provided, that such termination shall constitute a termination for Cause under Section 8(c) under either of the two following circumstances: (A) for Cause existing prior to the Company giving its notice not to extend the Term, at the time the Company gives Executive notice of its intention not to extend the Term, the Company shall notify Executive of such Cause in accordance with the provisions of Section 8(c)(i) at least thirty (30) days before the expiration of the Term and Executive shall be provided the opportunity to cure in accordance with the provisions of Section 8(c)(i); or (B) for Cause arising after the Company gives its notice not to extend the Term and up until the expiration date of the Term (which, for this purpose, shall only include any of the matters set forth in clauses (i) and (ii) of Section 1(g) hereof), the Company shall notify Executive of such Cause under clauses (i) or (ii) of Section 1(g) hereof within thirty (30) days after the expiration of the Term in accordance the provisions of Section 8(c)(i). In the event that Executive elects not to extend the Term (and the Company does not notify Executive either upon delivery of notice pursuant to clause (A) above or within thirty (30) days after the expiration of the Term pursuant to clause (B) above that grounds existed to terminate Executive for Cause), such non-extension shall be deemed to be a termination by Executive without Good Reason pursuant to Section 8(f) below. (c) Notwithstanding anything herein to the contrary, upon the Executive reaching the age of fifty-seven and a half five (57.555) (the “Minimum Retirement Age”) and provided that the Executive has been continuously employed by the Company from the date hereof through attainment of the Minimum Retirement Age, the Executive shall be entitled to notify the Company of his intention to retire from the Company upon ninety (90) days’ notice (the date of such retirement, the “Retirement Date”). Upon such retirement, all outstanding Company equity awards and unvested deferred compensation held by Executive as of the Retirement Date shall continue to vest in accordance with their terms as if Executive had continued to be actively employed by the Company (provided that any payment or settlement provisions set forth in such grant, award, or similar agreement that are required pursuant to Section 409A shall remain effective) for so long as Executive does not engage, (x) at any time prior to the applicable vesting dates, in any Competitive Activities (as defined in the Non-Interference Agreement), or (y) during the first twelve (12) months following such termination only, in any Interfering Activities (as defined in the Non-Interference Agreement). During any period which Executive is entitled to continued vesting pursuant to the immediately preceding sentence, Executive shall promptly provide the Company with notice following his engagement in any activities which could reasonably be considered Competitive Activities or, during the first twelve (12) months following such termination, Interfering Activities.

Acceptance and Term. (a) The Company agrees to continue to employ Executive, and Executive agrees to continue to serve the Company, on the terms and conditions set forth herein. (b) The term (the “Term”) of this Agreement shall commence on the Effective Date Date, and unless terminated sooner as provided in Section 8 hereof, shall continue during through the period ending on the close of business on April 30December 31, 2015 2020 (the “Initial Term”). Thereafter, the Term shall be automatically extended, without further action by the Company or Executive, by one (1) additional year first on the expiration of the Initial Term, and then on each subsequent anniversary thereafter, unless, not less than thirty (30) days prior to the end of the Term (including any extension thereof), either Executive or the Company shall have notified the other in writing of his or its intention not to further extend the Term. In the event that the Company elects not to extend the Term, such non-extension shall be deemed to be a termination by the Company without Cause pursuant to Section 8(d) below; provided, provided that such termination shall constitute a termination for Cause under Section 8(c) under either of the two following circumstances: (A) for Cause existing prior to the Company giving its notice not to extend the Term, at the time the Company gives Executive notice of its intention not to extend the Term, the Company shall notify Executive of such Cause in accordance with the provisions of Section 8(c)(i) at least thirty (30) days before the expiration of the Term and Executive shall be provided the opportunity to cure in accordance with the provisions of Section 8(c)(i); or (B) for Cause arising after the Company gives its notice not to extend the Term and up until the expiration date of the Term (which, for this purpose, shall only include any of the matters set forth in clauses (i) and (ii) of Section 1(g) hereof), the Company shall notify Executive of such Cause under clauses (i) or (ii) of Section 1(g) hereof within thirty (30) days after the expiration of the Term in accordance the provisions of Section 8(c)(i). In the event that Executive elects not to extend the Term (and the Company does not notify Executive either upon delivery of notice pursuant to clause (A) above or within thirty (30) days after the expiration of the Term pursuant to clause (B) above that grounds existed to terminate Executive for Cause), such non-extension shall be deemed to be a termination by Executive without Good Reason pursuant to Section 8(f) below. (c) Notwithstanding anything herein to the contrary, upon the or after Executive reaching reaches the age of fifty-seven and a half (57.5) (the “Minimum Retirement Age”) and provided that the Executive has been continuously employed by the Company from the date hereof through attainment of the Minimum Retirement Age, the Executive shall be entitled to notify the Company of his intention to retire from the Company upon ninety (90) days’ notice (the date of such retirement, the “Retirement Date”). Upon such retirement, all outstanding Company equity awards and unvested deferred compensation held by Executive as of the Retirement Date shall continue to vest in accordance with their terms as if Executive had continued to be actively employed by the Company (provided that any payment or settlement provisions set forth in such grant, award, or similar agreement that are required pursuant to Section 409A shall remain effective) for so long as Executive does not engage, (x) at any time prior to the applicable vesting dates, in any Competitive Activities (as defined in the Non-Interference Agreement), or (y) during the first twelve (12) months following such termination only, in any Interfering Activities (as defined in the Non-Interference Agreement). During any period which Executive is entitled to continued vesting pursuant to the immediately preceding sentence, Executive shall promptly provide the Company with notice following his engagement in any activities which could reasonably be considered Competitive Activities or, during the first twelve (12) months following such termination, Interfering Activities.

Acceptance and Term. (a) The Company agrees to continue to employ Executive, and Executive agrees to continue to serve the Company, on the terms and conditions set forth herein. (b) The term (the “Term”) of this Agreement shall commence on the Effective Date Date, and unless terminated sooner as provided in Section 8 hereof, shall continue during through the period ending on the close of business on April 30December 31, 2015 2020 (the “Initial Term”). Thereafter, the Term shall be automatically extended, without further action by the Company or Executive, by one (1) additional year first on the expiration of the Initial Term, and then on each subsequent anniversary thereafter, unless, not less than thirty (30) days prior to the end of the Term (including any extension thereof), either Executive or the Company shall have notified the other in writing of his or its intention not to further extend the Term. In the event that the Company elects not to extend the Term, such non-extension shall be deemed to be a termination by the Company without Cause pursuant to Section 8(d) below; provided, provided that such termination shall constitute a termination for Cause under Section 8(c) under either of the two following circumstances: (A) for Cause existing prior to the Company giving its notice not to extend the Term, at the time the Company gives Executive notice of its intention not to extend the Term, the Company shall notify Executive of such Cause in accordance with the provisions of Section 8(c)(i) at least thirty (30) days before the expiration of the Term and Executive shall be provided the opportunity to cure in accordance with the provisions of Section 8(c)(i); or (B) for Cause arising after the Company gives its notice not to extend the Term and up until the expiration date of the Term (which, for this purpose, shall only include any of the matters set forth in clauses (i) and (ii) of Section 1(g) hereof), the Company shall notify Executive of such Cause under clauses (i) or (ii) of Section 1(g) hereof within thirty (30) days after the expiration of the Term in accordance the provisions of Section 8(c)(i). In the event that Executive elects not to extend the Term (and the Company does not notify Executive either upon delivery of notice pursuant to clause (A) above or within thirty (30) days after the expiration of the Term pursuant to clause (B) above that grounds existed to terminate Executive for Cause), such non-extension shall be deemed to be a termination by Executive without Good Reason pursuant to Section 8(f) below. (c) Notwithstanding anything herein to the contrary, upon the or after Executive reaching reaches the age of fifty-seven and a half five (57.555) (the “Minimum Retirement Age”) and provided that the Executive has been continuously employed by the Company from the date hereof through attainment of the Minimum Retirement Age, the Executive shall be entitled to (i) notify the Company of his intention to retire from the Company upon ninety (90) days’ notice (the date of such retirement, the “Retirement Date”), or (ii) notify the Company of his intention to transition to Senior Advisor status as provided for in the form of Senior Advisor Agreement (the “Senior Advisor Agreement”) attached hereto as Exhibit D (the date of such transition, the “Senior Advisor Date”). Upon such retirementretirement or transition, all outstanding Company equity awards and unvested deferred compensation held by Executive as of the Retirement Date or Senior Advisor Date (as the case may be) shall continue to vest in accordance with their terms as if Executive had continued to be actively employed by the Company Company, either in the case of a retirement or while serving as a Senior Advisor and thereafter, (provided that any payment or settlement provisions set forth in such grant, award, or similar agreement that are required pursuant to Section 409A shall remain effective) for so long as Executive does not engage, engage in (x) at any time prior to the applicable vesting dates, in any Competitive Activities (as defined in the Non-Interference Agreement), or (y) during the first twelve (12) months following such termination only, in any Interfering Activities (as defined in the Non-Interference Agreement), in each case, other than the Permitted Activities provided for herein, prior to the applicable vesting date. During any period which Executive is entitled to continued vesting pursuant to the immediately preceding sentence, Executive shall promptly provide the Company with notice following his engagement in any activities which could reasonably be considered Competitive Activities oror Interfering Activities, other than the Permitted Activities, during the first twelve (12) months following such termination, Interfering Activitiestime periods set forth in the preceding sentence.

Acceptance and Term. (a) The Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. (b) . The term (the “Term”) Term shall commence on the Effective Date and Consolidation and, unless terminated sooner as provided in Section 8 5 hereof, shall continue during the period ending on the close of business on April 30of the three (3) year anniversary of the Consolidation, 2015 provided that the Term shall be automatically extended subject to earlier termination as provided in Section 5 hereof, for up to two successive additional one (1) year periods (the “Initial TermAdditional Terms”). ThereafterUpon the expiration of the Additional Terms (i.e., October 7, 2018), the Term shall be automatically extendedextended for a period of three (3) years. Upon the expiration of such three (3) year period (i.e., without further action by October 7, 2021), the Company or ExecutiveTerm shall be extended for an additional period of three (3) years (i.e., by expiring on October 7, 2024). The Term shall continue from October 7, 2024 until October 7, 2027 (the “Current Term”), and commencing with the expiration of the Current Term, this Agreement shall automatically and continuously be extended and renewed for additional consecutive one (1) additional year first on the expiration of the Initial periods (each such subsequent period, a “Renewal Term, and then on each subsequent anniversary thereafter, ”) unless, not less later than thirty (30) days prior to the end expiration of the Current Term (including or any extension thereof)Renewal Term, as applicable, either Executive or the Company shall have notified party provides notice to the other in writing party that such extension shall not take effect. Prior to the expiration of his the Current Term or its intention not to further extend the Term. In the event that the Company elects not to extend the any Renewal Term, such non-extension shall be deemed to be a termination by the Company without Cause pursuant to Section 8(d) below; provided, that such termination shall constitute a termination for Cause under Section 8(c) under either of the two following circumstances: (A) for Cause existing prior to the Company giving its notice not to extend the Term, at the time the Company gives Executive notice of its intention not to extend the Termas applicable, the Company shall notify Executive of such Cause in accordance with the provisions of Section 8(c)(i) at least thirty (30) days before the expiration of the Term and Executive shall be provided the opportunity to cure in accordance with the provisions of Section 8(c)(i); or (B) for Cause arising after the Company gives its notice not to extend the Term and up until the expiration date of the Term (which, for this purpose, shall only include any of the matters set forth in clauses (i) consult Executive regarding the inclusion of any market- and performance-related increases to compensation and benefits and any changes to other terms of this Agreement proposed by Executive in a manner consistent with past practice and (ii) of Section 1(g) hereof)consider including any such increases and changes in its good faith discretion. Unless otherwise expressly agreed by the parties in writing, any failure by the Company shall notify Executive of such Cause under clauses (i) or (ii) of Section 1(g) hereof within thirty (30) days after the expiration of the Term in accordance the provisions of Section 8(c)(i). In the event that Executive elects not to extend the Current Term (and the Company does not notify Executive either upon delivery of notice pursuant to clause (A) above or within thirty (30) days after the expiration of the any Renewal Term pursuant to clause (B) above that grounds existed to terminate Executive for Cause), such non-extension shall be deemed to be result in a termination by Executive of Executive’s employment without Good Reason pursuant to Section 8(f) below. (c) Notwithstanding anything herein to the contrary, upon the Executive reaching the age of fifty-seven and a half (57.5) (the “Minimum Retirement Age”) and provided that the Executive has been continuously employed by the Company from the date hereof through attainment of the Minimum Retirement Age, the Executive shall be entitled to notify the Company of his intention to retire from the Company upon ninety (90) days’ notice (the date of such retirement, the “Retirement Date”). Upon such retirement, all outstanding Company equity awards and unvested deferred compensation held by Executive Cause as of the Retirement Date shall continue end of the Current Term or Renewal Term, as applicable. The term of Executive’s employment hereunder as from time to vest in accordance with their terms time extended or renewed is hereafter referred to as if Executive had continued to be actively employed by the Company (provided that any payment or settlement provisions set forth in such grant, award, or similar agreement that are required pursuant to Section 409A shall remain effective) for so long as Executive does not engage, (x) at any time prior to the applicable vesting dates, in any Competitive Activities (as defined in the Non-Interference Agreement), or (y) during the first twelve (12) months following such termination only, in any Interfering Activities (as defined in the Non-Interference Agreement). During any period which Executive is entitled to continued vesting pursuant to the immediately preceding sentence, Executive shall promptly provide the Company with notice following his engagement in any activities which could reasonably be considered Competitive Activities or, during the first twelve (12) months following such termination, Interfering Activities“Term.”