Common use of Amendments to the Employment Agreement Clause in Contracts

Amendments to the Employment Agreement. The Parties hereby agree to the following amendments to the Employment Agreement, which amendments shall be effective as of the Amendment Effective Date: (a) References in Section 2 (Position and Duties) of the Employment Agreement to “Senior Vice President –Chief Creative Officer” are hereby deleted and replaced with “Executive Vice President - Chief Merchandising and Creative Officer.” (b) The phrase “As of the Effective Date, the gross annual salary payable to Executive shall be Five Hundred Thousand Dollars ($500,000) per year” in Section 3(a) (Base Salary) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “The gross annual salary payable to Executive shall be (i) as of the Effective Date, Five Hundred Twenty Two Thousand Five Hundred Dollars ($522,500) per year and (ii) as of the Amendment Effective Date, Five Hundred Seventy Five Thousand Dollars ($575,000.00) per year”. (c) The third sentence of Section 3(b) (Annual Bonus) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “If all performance objectives are fully met, the target amount of the Annual Bonus shall be equal to (i) for fiscal year 2015, the sum of (x) forty-five percent (45%) of Executive’s Base Salary received from the beginning of fiscal year 2015 through the Amendment Effective Date plus (y) sixty percent (60%) of Executive’s Base Salary received from the Amendment Effective Date through the end of such fiscal year and (ii) for fiscal year 2016 and thereafter, sixty percent (60%) of Executive’s Base Salary received during such fiscal year (pro-rated for partial years), but, in either case, a higher bonus shall be possible for exceptional performance.” (d) Reference in clause (i) of Section 6(d) (Termination by Executive For Good Reason) of the Employment Agreement to “Senior Vice President” is hereby deleted and replaced with “Executive Vice President.” (e) The last sentence of Section 6(f) (Payment Through Termination) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “No other compensation or benefits will be due or payable to Executive after such termination, except as provided by this paragraph 6(f), the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive, the Incentive Equity Plan of Parent or as otherwise required under the terms of the Company’s employee benefit plans and programs or applicable law.” (f) The second sentence of Section 14 (Complete Agreement; Waiver; Amendment) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “This Agreement, the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive and the Release are the final, complete, and exclusive statement of expression of the agreement between the Company and Executive with respect to the subject matter hereof (including, but not limited to, any severance payments, change in control payments, and terms of employment) and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements.”

Amendments to the Employment Agreement. The Parties hereby agree to As of the Amendment Date, the following amendments to the Employment Agreement, which amendments Agreement shall be effective as of the Amendment Effective Datedeemed effective: (a) References in Section 2 (Position and Duties) of the Employment Agreement to “Senior Vice President –Chief Creative Officer” are hereby deleted and replaced with “Executive Vice President - Chief Merchandising and Creative Officer.” (b) The phrase “As of the Effective Date, the gross annual salary payable to Executive shall be Five Hundred Thousand Dollars ($500,000) per year” in Section 3(a) (Base Salary) A. Sections 8.1 of the Employment Agreement is hereby deleted in its entirety amended and replaced with the following: “The gross annual salary payable to Executive restated as follows: 8.1 This Agreement shall be for a term (ithe “Initial Term”) as commencing on the Effective Date (the “Commencement Date”) and terminating on June 25, 2017 (the “Expiration Date”), unless sooner terminated upon the death of the Effective Employee, or as otherwise provided this Employment Agreement. From and after the Amendment Date, Five Hundred Twenty Two Thousand Five Hundred Dollars ($522,500) per year the term “Expiration Date”, as used in the Employment Agreement, shall mean and (ii) as of the Amendment Effective Datebe June 25, Five Hundred Seventy Five Thousand Dollars ($575,000.00) per year”2017. (c) The third sentence of Section 3(b) (Annual Bonus) B. Article XI of the Employment Agreement is hereby deleted in its entirety and replaced with amended to add the following: “If all performance objectives are fully metfollowing section as follows: (a) As an inducement to Employee to enter into this Amendment, the target amount Company hereby grants to Employee options to purchase 200,000 shares of the Annual Bonus Company’s Common Stock, $.001 par value (the “Options”), subject to the terms and conditions of the Company’s 2006 Long Term Incentive Plan, as amended (the “Plan”), and the terms and conditions set forth in the Stock Option Agreement which are incorporated herein by reference. The Options shall be exercisable at a per share exercise price equal to the Closing Price of the Company’s Common Stock on the date of execution of this Amendment (the “Exercise Price”). Provided Employee is an employee of the Company on each vesting date, and unless otherwise provided by this Agreement or in the Stock Option Agreement, the Options shall vest as follows: (i) for fiscal year 2015100,000 Options shall vest on September 30, the sum of (x) forty-five percent (45%) of Executive’s Base Salary received from the beginning of fiscal year 2015 through the Amendment Effective Date plus (y) sixty percent (60%) of Executive’s Base Salary received from the Amendment Effective Date through the end of such fiscal year and (ii) for fiscal year 2016 and thereafter, sixty percent (60%) of Executive’s Base Salary received during such fiscal year (pro-rated for partial years), but, in either case, a higher bonus 100,000 Options shall be possible for exceptional performance.” (d) Reference in clause (i) of Section 6(d) (Termination by Executive For Good Reason) of vest if the Employment Agreement to “Senior Vice President” is hereby deleted and replaced with “Executive Vice President.” (e) The last sentence of Section 6(f) (Payment Through Termination) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “No other compensation or benefits will be due or payable to Executive after such termination, except as provided by this paragraph 6(f), the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive, the Incentive Equity Plan of Parent or as otherwise required under the terms Closing Price of the Company’s employee benefit plans and programs Common Stock equals or applicable law.” exceeds a per share price of 200% of the Exercise Price for a period of at least ten (f10) consecutive trading days. The second sentence “Closing Price of the Company’s Common Stock” shall be determined in accordance with Section 14 (Complete Agreement; Waiver; Amendment) 11.4 of the Employment Agreement. In the event that the Company effects a subdivision or consolidation of its Common Stock or other capital readjustment, the payment of a stock dividend, or other recapitalization, then the above-stated metric for determining the vesting of the Options granted hereunder shall automatically be adjusted to reflect such event. The Options, to the extent vested, shall be exercisable for a period of ten years from the date of this Agreement is hereby deleted (the “Exercise Period”). (b) Notwithstanding anything else to the contrary set forth herein or in its entirety and replaced the Employment Agreement, in the event of either a termination of Employee’s employment with the following: “This Company or a Change in Control (as defined in the Employment Agreement), the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into Options granted to Employee pursuant to this Amendment shall be governed by and between Parent and Executive Section 11.6 and the Release are the final, complete, and exclusive statement applicable provisions of expression Article XII of the agreement between the Company and Executive with respect to the subject matter hereof (including, but not limited to, any severance payments, change in control payments, and terms of employment) and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreementsEmployment Agreement.”

Amendments to the Employment Agreement. (1) The Parties hereby agree Employment Agreement Section 3.1 – Base Salary is amended as follows: Commencing January 1, 2023, OBUS shall pay to the following amendments to the Employment Agreement, which amendments shall be effective as Employee a Base Salary at an annual rate of the Amendment Effective Date: (a) References in Section 2 (Position and Duties) of the Employment Agreement to “Senior Vice President –Chief Creative Officer” are hereby deleted and replaced with “Executive Vice President - Chief Merchandising and Creative Officer.” (b) The phrase “As of the Effective Date, the gross annual salary payable to Executive shall be Five Hundred Thousand Dollars FOUR HUNDRED AND SIXTY-FIVE THOUSAND XXX XXXXXXX XXX XXXXX ($500,000000,000.00) XXXXXX XXXXXX DOLLARS per year” annum, exclusive of bonuses, benefits and other compensation, payable in Section 3(a) (Base Salary) equal installments of the Employment Agreement is hereby deleted in its entirety NINETEEN THOUSAND AND THREE HUNDRED AND EIGHTY-ONE UNITED STATES DOLLARS and replaced with the following: “The gross annual salary payable to Executive shall be (i) as of the Effective Date, Five Hundred Twenty Two Thousand Five Hundred Dollars TWENTY-FIVE CENTS ($522,50019,381.25) per year on the 15th and (ii) as last day of the Amendment Effective Date, Five Hundred Seventy Five Thousand Dollars ($575,000.00) per year”each month. (c2) The third sentence of Section 3(b) (Annual Bonus) of the Employment Agreement Section 5.2 – Without Cause is hereby deleted in its entirety amended as follows: Employer may terminate Employee’s employment under this Agreement without Cause and replaced with the following: “If all performance objectives are fully metwithout advance notice; provided, the target amount of the Annual Bonus shall be equal however, that Employer will continue to (i) for fiscal year 2015pay, the sum of (x) forty-five percent (45%) of Executiveas severance pay, Employee’s Base Salary received at the rate in effect on the termination date through the date that is 12 months from the beginning termination date; provided, further, that Employer will be entitled to offset any severance pay otherwise payable to Employee by the amount of fiscal year 2015 through the Amendment Effective Date plus (y) sixty percent (60%) of Executive’s Base Salary received from the Amendment Effective Date through the end of such fiscal year and (ii) for fiscal year 2016 and thereafter, sixty percent (60%) of Executive’s Base Salary received during such fiscal year (pro-rated for partial years), but, in either case, a higher bonus shall be possible for exceptional performance.” (d) Reference in clause (i) of Section 6(d) (Termination by Executive For Good Reason) of the Employment Agreement to “Senior Vice President” is hereby deleted and replaced with “Executive Vice President.” (e) The last sentence of Section 6(f) (Payment Through Termination) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “No other any compensation or benefits will consulting fees being paid to Employee by another party while severance pay would otherwise be due or payable payable. Employee shall only be entitled to Executive after such terminationseverance pay if Employee signs (and then Employee does not rescind, except as provided may be permitted by this paragraph 6(f)law) a general release of claims in favor of Employer in a form acceptable to Employer, the Rollover Agreementprovided, the Grant Agreementhowever, any other grant agreements subsequently entered into by and between Parent and Executive, the Incentive Equity Plan that such release of Parent or as otherwise required under the terms of the Companyclaims shall only require Employee to release Employer from claims relating directly to Employee’s employee benefit plans and programs or applicable law.” (f) The second sentence of Section 14 (Complete Agreement; Waiver; Amendment) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “This Agreement, the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive employment and the Release are the final, completetermination thereof, and exclusive statement of expression of the agreement between the Company and Executive with respect shall not require Employee to the subject matter hereof (release claims relating to vested employee benefits or relating to other matters, including, but not limited to, any severance payments, change in control payments, claims relating to his status as a shareholder of the Company. Such payments will be at usual and terms customary pay intervals of employment) Employer and cannot will be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements.”subject to all appropriate

Amendments to the Employment Agreement. The Parties hereby agree to the following amendments to the Employment Agreement, which amendments shall be effective Effective as of the Amendment Effective Datedate hereof, the Employment Agreement is hereby amended as follows: (a) References in Section 2 (Position and Duties) 7.5 of the Employment Agreement to “Senior Vice President –Chief Creative Officer” are is hereby deleted amended by (i) inserting the words "other than upon the occurrence of, or within two years following, a Change in Control (as defined in Section 7.6(b)) of the Company" immediately after the phrase "for any reason whatsoever" contained therein, and replaced (ii) replacing the words "six (6) months Base Salary" contained therein with “Executive Vice President - Chief Merchandising and Creative Officerthe words "twelve (12) months Base Salary.”" (b) The phrase “As of the Effective Date, the gross annual salary payable to Executive shall be Five Hundred Thousand Dollars ($500,000) per year” in Section 3(a) (Base Salary) 7.6 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “The gross annual salary payable to Executive shall be following new Section 7.6 is hereby inserted in its place: (a) Notwithstanding the foregoing, in the event that the Employee's employment is terminated during the term of this Agreement (i) by the Employee upon 30 days prior written notice to the Company for Good Reason (as defined in Section 7.6(c)), or (ii) by the Company (in such case such termination shall be valid only upon receipt by the Employee of 30 days prior written notice of such termination), in either case within two years following a Change in Control of the Company, the Employee shall be entitled to receive (A) an amount equal to Employee's full Base Salary and all other compensation (including, without limitation, any bonuses) accrued but not yet paid through the date of termination of Employee's employment, (B) an amount, payable in cash by the Company on the date of termination of Employee's employment, equal to (i) Employee's annual cash bonus for the fiscal year prior to the year in which Employee's employment is terminated plus (ii) the greater of Employee's 18 months Base Salary in effect immediately prior to the date of the Change in Control of the Company or the Employee's 18 months Base Salary in effect on the date of termination of Employee's employment; provided, however, that in the event that Employee's employment is terminated pursuant to this Section 7.6(a) after the one-year anniversary but on or prior to the two year anniversary following a Change in Control of the Company, Employee shall only be entitled to receive from the Company an amount equal to (x) Employee's annual cash bonus for the fiscal year prior to the year in which Employee's employment is terminated plus (y) twelve months Base Salary (as determined in this clause (B)), (C) any benefits then vested under any benefit plans and otherwise payable in accordance with the provisions of the applicable benefit plan and applicable laws, and (D) continued coverage (net of any Employee contributions) to the extent any such coverage was provided immediately prior to the termination of Employee for medical, health, hospital and disability insurance for a period of 12 months following the date of termination of Employee's employment under the benefit plans maintained by the Company or any of the Company's United States subsidiaries for its senior management or employees generally in accordance with the terms thereof, or if the Company is unable to provide such coverage under its benefit plans as they may from time to time be in effect, the Company will provide or pay (without gross-up for taxes), at the Company's sole discretion, for coverage (net of any Employee contributions) having substantially the same aggregate value as the coverage provided under such plans. (b) For purposes hereof, a "Change in Control" of the Company shall occur or be deemed to have occurred only if any of the following events occurs: (i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as the ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities; or (ii) individuals who, as of September 23, 1998 (the "Effective Date"), constitute the Board of Directors of the Company (as of the Effective Date, Five Hundred Twenty Two Thousand Five Hundred Dollars ($522,500the "Incumbent Board") per year and (ii) as cease for any reason to constitute at least a majority of the Amendment Effective DateBoard of Directors of the Company, Five Hundred Seventy Five Thousand Dollars provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board ($575,000.00other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) per year”shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. (c) The third sentence of Section 3(b) (Annual Bonus) As used herein, the term "Good Reason" means the occurrence after a Change in Control of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “If all performance objectives are fully met, the target amount Company of any of the Annual Bonus shall be equal to (i) for fiscal year 2015, the sum of (x) forty-five percent (45%) of Executive’s Base Salary received from the beginning of fiscal year 2015 through the Amendment Effective Date plus (y) sixty percent (60%) of Executive’s Base Salary received from the Amendment Effective Date through the end of such fiscal year and (ii) for fiscal year 2016 and thereafter, sixty percent (60%) of Executive’s Base Salary received during such fiscal year (pro-rated for partial years), but, in either case, a higher bonus shall be possible for exceptional performance.” (d) Reference in clause (i) of Section 6(d) (Termination by Executive For Good Reason) of the Employment Agreement to “Senior Vice President” is hereby deleted and replaced with “Executive Vice President.” (e) The last sentence of Section 6(f) (Payment Through Termination) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “No other compensation or benefits will be due or payable to Executive after such termination, except as provided by this paragraph 6(f), the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive, the Incentive Equity Plan of Parent or as otherwise required under the terms of the Company’s employee benefit plans and programs or applicable law.” (f) The second sentence of Section 14 (Complete Agreement; Waiver; Amendment) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “This Agreement, the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive and the Release are the final, complete, and exclusive statement of expression of the agreement between the Company and Executive with respect to the subject matter hereof (including, but not limited to, any severance payments, change in control payments, and terms of employment) and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements.”following circumstances:

Amendments to the Employment Agreement. The Parties hereby agree to the following amendments to the Employment Agreement, which amendments shall be effective as of the Amendment Effective Date: (a) References in Section 2 (Position and Duties) 1 of the Employment Agreement shall be and hereby is amended by adding the following paragraph to the end thereof, to be and to read: “Senior Vice President –Chief Creative Officer” are hereby deleted and replaced with “Executive Vice President - Chief Merchandising and Creative Officer.” (b) The phrase “As of Notwithstanding the Effective Dateabove, the gross annual salary payable to Executive shall be Five Hundred Thousand Dollars ($500,000) per year” in Section 3(a) (Base Salary) term of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “The gross annual salary payable to Executive shall be (i) will end as of the Effective Date, Five Hundred Twenty Two Thousand Five Hundred Dollars ($522,500) per year and (ii) as expiration of the Amendment Effective DateTransition Period (as defined in Section 2.1), Five Hundred Seventy Five Thousand Dollars ($575,000.00) per yearunless the parties mutually agree to continue the employment relationship for periods beyond December 31, 2022. During the Transition Period, the Bank can terminate the Executive’s employment only for Cause.”. (c) The third sentence of Section 3(b) (Annual Bonus) 2.1 of the Employment Agreement shall be and hereby is amended by adding the following paragraph to the end thereof, to be and to read: “Effective on June 1, 2022, Executive will cease being the Chief Financial Officer for the Bank and Xxxxx Financial Group, Inc. and shall become the Executive VP and Chief Investor Relations Officer for the Bank and Xxxxx Financial Group, Inc. through December 31, 2022 (the “Transition Period”).” Section 2.2 of the Employment Agreement shall be and hereby deleted is amended by adding the following paragraphs to the end thereof, to be and to read: “Specifically, Executive shall be responsible for the following duties in its entirety his role as Executive VP and replaced Chief Investor Relations Officer: o Leading outreach for promoting mission driven investments; o Identification of investors focused on minority-owned businesses; o Investor event preparation; o Data analysis; o Presentations and data visualization; o Information collection/preparation; o Interacting with equity research analysts; and o Such other duties, authority and responsibility are consistent with the followingExecutive’s position.” • Section 3 of the Employment Agreement shall be amended to add a paragraph at the end thereof: “If all performance objectives are fully metNotwithstanding the foregoing, during the Transition Period, the target amount Executive’s performance of the Annual Bonus obligations under the Employment Agreement shall be equal performed in-person at the executive office currently located in Bronx, New York during office hours, unless otherwise directed by the President of the Bank to (i) do otherwise. Executive is permitted to travel for fiscal year 2015business, attend off-site meetings, take a leave of absence, work remotely, or otherwise be absent from the sum executive office for purposes that are consistent with his duties and the Bank’s policies with the approval of (x) forty-five percent (45%) the President of the Bank.” Section 4.1 of the Employment Agreement shall be amended to add a paragraph at the end thereof: “During the Transition Period, Executive’s Base Salary received from the beginning of fiscal year 2015 through the Amendment Effective Date plus (y) sixty percent (60%) of Executive’s Base Salary received from the Amendment Effective Date through the end of such fiscal year and (ii) for fiscal year 2016 and thereafter, sixty percent (60%) of Executive’s Base Salary received during such fiscal year (pro-rated for partial years), but, in either case, a higher bonus shall will be possible for exceptional performance$300,000.” (d) Reference in clause (i) of ” • Section 6(d) (Termination by Executive For Good Reason) 5.6 of the Employment Agreement shall be amended to “Senior Vice President” is hereby deleted and replaced with “Executive Vice President.” (e) The last sentence of Section 6(f) (Payment Through Termination) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “No other compensation or benefits will be due or payable to Executive after such termination, except as provided by this paragraph 6(f), the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive, the Incentive Equity Plan of Parent or as otherwise required under the terms of the Company’s employee benefit plans and programs or applicable law.” add a new subsection (f) The second sentence of Section 14 (Complete Agreement; Waiver; Amendment) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “This Agreement, the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive and the Release are the final, complete, and exclusive statement of expression of the agreement between the Company and Executive with respect to the subject matter hereof (including, but not limited to, any severance payments, change in control payments, and terms of employment) and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements.”):

Amendments to the Employment Agreement. The Parties hereby agree to the following amendments to the Employment Agreement, which amendments shall be effective as of the Amendment Effective Date: (a) References in Section 2 (Position and Duties) portions of the Employment Agreement are amended as follows: 1.1 The following sentence is added to the end of the Executive Incentive Compensation Section: “Senior Vice President –Chief Creative Officer” are hereby deleted and replaced with “Incentive Compensation will be paid to Executive Vice President - Chief Merchandising and Creative Officerno later than 2-1/2 months following the close of the calendar year in which the Incentive Compensation was earned; provided, however, if the Board of Directors in its discretion determines that the Employer does not have sufficient available cash to pay such amount on such date, the Board of Directors may defer, without interest, payment of any or all of such amount, to not later than December 31 of the calendar year following the calendar year in which the Incentive Compensation was earned.” (b) 1.2 The phrase “As of second paragraph in the Effective Date, the gross annual salary payable to Executive shall be Five Hundred Thousand Dollars ($500,000) per year” in Section 3(a) (Base Salary) Termination section of the Employment Agreement is hereby deleted and the following substituted in its entirety and replaced with the followingplace: “The gross annual salary payable following paragraphs of this Termination section (the “Severance Provisions”) shall expire on December 31, 2007 and are applicable to circumstances other than a Change in Control:” 1.3 The last sentence in paragraph (A) in the Termination Section is deleted and the following substituted in its place: “If Executive shall be is terminated without cause, in no event will payments under (i), (ii), (iv), (v) as and (vi) above extend beyond 2-1/2 months following the close of the Effective Datecalendar year in which termination under this paragraph occurs, Five Hundred Twenty Two Thousand Five Hundred Dollars and payments will be accelerated, if necessary, to prevent such 2-1/2 month period to be exceeded. If Executive terminates his employment for Good Reason, in no event will payments under ($522,500i), (ii), (iv) per year and (vi) above commence prior to six months following such separation.” 1.4 The following sentence is added to the end of paragraph (B) in the Termination Section: “Payments under (ii) as above shall be made no later than 2-1/2 months following the close of the Amendment Effective Datecalendar year in which the Incentive Compensation was earned, Five Hundred Seventy Five Thousand Dollars ($575,000.00) per yearand payments will be accelerated, if necessary, to prevent such 2-1/2 month period to be exceeded.”. (c) 1.5 The third sentence of Section 3(b) (Annual Bonus) last paragraph in the Termination section of the Employment Agreement is hereby deleted and the following substituted in its entirety and replaced with the followingplace: “If all performance objectives Notwithstanding the foregoing, for the 60 day period prior to October 31, 2007, Primal will commence negotiations with you in good faith regarding the new terms of this Termination section (the “New Severance Provisions”). If, following such good faith negotiations of the New Severance Provisions, you and Primal are fully metunable to reach agreement regarding the New Severance Provisions, the target amount Severance Provisions contained herein shall expire on their terms. If Primal does not negotiate in good faith, this letter agreement will expire on December 31, 2007, your employment with Primal will be terminated and you will be paid the severance benefits provided for in paragraph A of the Annual Bonus shall be equal this Termination section and all outstanding unvested stock options granted to (i) for fiscal year 2015, the sum of (x) forty-five percent (45%) of Executive’s Base Salary received from the beginning of fiscal year 2015 through the Amendment Effective Date plus (y) sixty percent (60%) of Executive’s Base Salary received from the Amendment Effective Date through the end of such fiscal year you will accelerate and (ii) for fiscal year 2016 and thereafter, sixty percent (60%) of Executive’s Base Salary received during such fiscal year (pro-rated for partial years), but, in either case, a higher bonus shall be possible for exceptional performancevest.” (d) Reference in clause (i) of Section 6(d) (Termination by Executive For Good Reason) of the Employment Agreement to “Senior Vice President” is hereby deleted and replaced with “Executive Vice President.” (e) The last sentence of Section 6(f) (Payment Through Termination) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “No other compensation or benefits will be due or payable to Executive after such termination, except as provided by this paragraph 6(f), the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive, the Incentive Equity Plan of Parent or as otherwise required under the terms of the Company’s employee benefit plans and programs or applicable law.” (f) The second sentence of Section 14 (Complete Agreement; Waiver; Amendment) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: “This Agreement, the Rollover Agreement, the Grant Agreement, any other grant agreements subsequently entered into by and between Parent and Executive and the Release are the final, complete, and exclusive statement of expression of the agreement between the Company and Executive with respect to the subject matter hereof (including, but not limited to, any severance payments, change in control payments, and terms of employment) and cannot be varied, contradicted, or supplemented by evidence of any prior or contemporaneous oral or written agreements.”