Common use of Benefits Received Upon Termination Clause in Contracts

Benefits Received Upon Termination. 1. If Executive’s employment terminates during the Term for any reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid Base Salary through the Date of Termination (as defined below), (ii) to the extent required by applicable law, any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement. 2. If Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability), or Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) Executive’s Termination occurs within thirty (30) days after such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUs.

Benefits Received Upon Termination. 1. (a) If the Executive’s 's employment terminates during is terminated by the Term Company for any reasonCause, or if this Agreement is terminated by Executive, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid the Executive his Base Salary through the Date effective date of Termination (as defined below), (ii) to the extent required by applicable law, such termination plus credit for any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans or any other Agreements or arrangements applicable to the Executive. 2. (b) If the Executive’s 's employment is terminated by the Company without Cause (excluding termination by reason of death or Disability), or Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in ControlCause, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive an amount equal to Executive’s within two business days following the date of termination his Base Salary through the end of the month during which such termination occurs plus credit for any vacation earned but unpaid Annual Bonus for the fiscal year ending immediately prior not taken; (ii) pay to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18a) months of the Executive’s 's Base Salary in effect as of the Date date of Termination with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurstermination, such payments to be made in accordance with the Company’s 's usual payroll periods during for a minimum of six (6) months or, if longer, through the eighteen expiration of the term of employment then in effect under this Agreement, without additional renewals as otherwise provided hereunder, plus (18b) month period commencing on an amount equal to the Date most recent annual profit sharing and/or incentive bonus received by the Executive from the Company or, if more, the amount which would be due under the profit sharing and/or incentive bonus plans applicable to Executive for the then current year calculated as of Terminationthe effective date of termination; provided, that no such payments shall payment to be made in substantially equal installments in accordance with the Company's usual payroll periods over such time period as Executive receives Base Salary payments hereunder; (iii) maintain, at the Company's expense, in full force and effect, for the Executive's continued benefit until the earlier of (i) the expiration of the term of employment then in effect, or (ii) the Executive's commencement of full time employment with a new employer, all Company medical insurance and reimbursement plans and other programs or arrangements in which the Executive was entitled to participate immediately prior to the date on which of termination, provided that the Release becomes effective Executive's continued participation is possible under the general terms and irrevocable and, if provisions of such plans and programs. In the aggregate period during which Executive event that the Executive's participation in any such plan or program is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Periodbarred, the Company shall reimburse arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) pay, for the benefit of Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, providedall costs, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant up to a binding agreement entered into within such twelve (12) month period) and (ii) maximum of $20,000, related to Executive’s Termination occurs within thirty (30) days after such Change 's participation in Control, then, notwithstanding anything to the contrary in any other plan a senior executive outplacement program at Xxx Xxxxx Xxxxxxxx or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsa similar outplacement firm.

Benefits Received Upon Termination. 1. (a) If the Executive’s 's employment terminates during is terminated by the Term Company for any reasonCause, or if this Agreement is terminated by Executive, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid the Executive his Base Salary through the Date effective date of Termination (as defined below), (ii) to the extent required by applicable law, such termination plus credit for any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement. 2. (b) If the Executive’s 's employment is terminated by the Company without Cause (excluding termination by reason of death or Disability), or Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in ControlCause, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive an amount equal to Executive’s within two business days following the date of termination his Base Salary through the end of the month during which such termination occurs plus credit for any vacation earned but unpaid Annual Bonus for the fiscal year ending immediately prior not taken; (ii) pay to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18a) months of the Executive’s 's Base Salary in effect as of the Date date of Termination with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurstermination, such payments to be made in accordance with the Company’s 's usual payroll periods for a minimum of six (6) months or, if longer, through the expiration of the term of employment then in effect under this Agreement, without additional renewals as otherwise provided hereunder, plus (b) within two business days after termination a lump sum amount equal to any incentive bonus earned by Executive as of the termination date but not yet paid by the Company, plus (c) within two business days after termination an amount equal to any incentive bonus to which Executive would be entitled for his performance during the eighteen calendar quarter in which the termination occurs, prorated according to the portion of the quarter elapsed at the time of termination; (18iii) month maintain, at the Company's expense, in full force and effect, for the Executive's continued benefit during period commencing on of salary continuation under the Date of Termination; providedpreceding subsection, that no such payments shall be made all Company medical insurance and reimbursement plans and other programs or arrangements in which the Executive was entitled to participate immediately prior to the date on which of termination, provided that the Release becomes effective Executive's continued participation is possible under the general terms and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning provisions of the second (2nd) such calendar year (plans and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocableprograms; and d. subject (iv) pay the reasonable costs, consistent with what the Company pays for its other executives, related to Executive’s valid election to continue healthcare coverage under Section 4980B of 's participation in a senior executive outplacement program. Notwithstanding the Codeforegoing, during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of salary continuation coverage referred to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or in subsections (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month periodii) and (iii) above Executive commences employment that the Board of Directors deems to be in competition with the Company's business, the payments and benefits described in subsections (ii) and (iii) shall cease immediately upon Executive’s Termination occurs within thirty (30) days after 's commencement of such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUscompeting employment.

Benefits Received Upon Termination. 1. (a) If the Executive’s employment terminates during is terminated by the Term Company for any reasonCause, or if this Agreement is terminated by Executive without Good Reason, then the Company shall pay or provide to Executive: the Executive (i) Executive’s earned but unpaid his Base Salary through the Date effective date of Termination (as defined below)such termination, (ii) to the extent required by applicable law, any vacation earned but not taken through the Date effective date of Terminationsuch termination, (iii) the earned, but unpaid Incentive Compensation Bonus, if any, for any Performance Period that has been fully completed as of the effective date of such termination, and (iiiiv) any vested amounts due Executive pursuant to Executive under any plan, program Section 2.4 or policy 2.5 through the effective date of the Company such termination (collectively, the amounts in clauses (i) through (iv) are referred to as the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans or any other Agreements or arrangements applicable to the Executive. 2. (b) If the Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive an amount equal to Executive’s earned but unpaid Annual Bonus for within two business days following the fiscal year ending immediately prior date of termination all Accrued Obligations through the end of the month during which such termination occurs; (ii) pay to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay (a) an aggregate amount equal to eighteen three (183) months of times the Executive’s annualized rate of Base Salary in effect as of the Date date of Termination with termination, such payments aggregate amount to be made paid in a series of substantially equal installments (not less frequently than monthly) over a period of three (3) years following the date of termination, plus (b) a Severance Bonus, which shall be determined as follows. In the event such termination is effective from January 1 through June 30 of the calendar year, the amount of the Severance Bonus shall be the average of the cash portion of the Incentive Compensation Bonuses earned by Executive for the three (3) preceding calendar years. In the event such termination is effective from July 1 through December 31 of the calendar year, the amount of the Severance Bonus shall be the average of the cash portion of the Incentive Compensation Bonus earned by Executive for the immediately preceding six-month Performance Period multiplied by 2, the cash portion of the Incentive Compensation Bonus earned by Executive for the preceding calendar year, and the cash portion of the Incentive Compensation Bonus earned by Executive for the second preceding calendar year. By way of example only, in the event the termination of Executive’s employment were to become effective in August 2004, the Severance Bonus would be calculated as follows: The sum of the cash portions of (i) actual Incentive Compensation Bonus for Performance Period of January 1 through June 30, 2004, multiplied by 2, (ii) actual Incentive Compensation Bonus for calendar year 2003, and (iii) actual Incentive Compensation Bonus for calendar year 2002, would be divided by 3. The Severance Bonus shall be paid to Executive in substantially equal installments in accordance with the Company’s usual payroll periods during over such time period as Executive receives the eighteen severance payments described in clause (18a) month period commencing on above. For purposes of this clause (b)(ii), Incentive Compensation Bonuses for 2002 or 2003, to the Date extent such a year is relevant for purposes of Termination; providedthis clause, that no shall mean the cash incentive award paid to Executive for such payments shall be made year pursuant to Section 2.2 of the Prior Employment Agreement; (iii) maintain, at the Company’s expense, in full force and effect, for the Executive’s continued benefit until the earlier of (i) the third anniversary of termination of Executive’ employment with the Company, or (ii) the Executive’s commencement of full time employment with a new employer, all Company medical insurance and medical expense reimbursement plans and other medical programs or medical arrangements in which the Executive was entitled to participate immediately prior to the date on which of termination, provided that the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for continued participation is possible under the year in which general terms and provisions of such plans and programs. In the Date of Termination occurs by a fraction, event that the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that participation in any such plan or program is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”)barred, the Company shall reimburse arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) pay, for the benefit of Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost , all costs, up to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date a maximum of Termination$20,000, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal related to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable participation in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans senior executive outplacement program at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, Xxx Xxxxx Xxxxxxxx or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)a similar outplacement firm. e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) Executive’s Termination occurs within thirty (30) days after such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUs.

Benefits Received Upon Termination. 1. (a) If Executive’s employment terminates during is terminated by the Term Company for any reasonCause, or if this Agreement is terminated by Executive without Good Reason, or if Executive’s employment is terminated upon the expiration of this Agreement at the close of business on December 31, 2006, then the Company shall pay or provide to Executive: Executive (i) Executive’s earned but unpaid his Base Salary through the Date effective date of Termination (as defined below)such termination, (ii) to the extent required by applicable law, any vacation earned but not taken through the Date effective date of Terminationsuch termination, and (iii) the earned, but unpaid Incentive Compensation Bonus, if any, for any vested amounts due to Executive under any plan, program or policy Performance Period that has been fully completed as of the Company effective date of such termination (collectively, the collectively referred to as “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans. 2. (b) If Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for within two business days following the fiscal year ending immediately prior to date of termination all Accrued Obligations through the year in end of the month during which the Date of Termination such termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. (ii) pay to Executive as severance pay (a) Executive’s Base Salary through the expiration of the term of employment then in effect under this Agreement at the applicable rate(s) determined under Section 2.1 from time to time (or if greater, an amount equal to eighteen six (186) months of Base Salary at the rate then in effect pursuant to Section 2.1), plus (b) a Severance Bonus, which shall be determined as follows. In the event such termination occurs between January 1, 2004 and June 30, 2004, , the amount of the Severance Bonus shall be the average of the cash portion of the Incentive Compensation Bonuses earned by Executive for the three (3) preceding calendar years. In the event such termination occurs after June 30, 2004 and between January 1 and June 30 of the calendar year, the amount of the Severance Bonus shall be the average of the cash portion of the Incentive Compensation Bonuses earned by Executive for the three (3) preceding calendar years; provided, that any Incentive Compensation Bonus earned by Executive for calendar 2003 or any earlier year shall be multiplied by a factor of .6 for purposes of such calculation. In the event such termination is effective from July 1 through December 31 of the calendar year, the amount of the Severance Bonus shall be the average of the cash portion of the Incentive Compensation Bonus earned by Executive for the immediately preceding six-month Performance Period multiplied by 2, the cash portion of the Incentive Compensation Bonus earned by Executive for the preceding calendar year, and the cash portion of the Incentive Compensation Bonus earned by Executive for the second preceding calendar year; provided, that any Incentive Compensation Bonus earned by Executive for the first six months of calendar 2004 shall be multiplied by a factor of .6 for purposes of such calculation and any Incentive Compensation Bonus earned by Executive for calendar 2003 or any earlier year shall be multiplied by a factor of .6 for purposes of such calculation. By way of example only, in the event the termination of Executive’s Base Salary employment were to become effective in effect August 2004, the Severance Bonus would be calculated as follows: The sum of the Date cash portions of Termination with such payments (i) actual Incentive Compensation Bonus for Performance Period of January 1 through June 30, 2004, multiplied by 2, (ii) actual Incentive Compensation Bonus for calendar year 2003, and (iii) actual Incentive Compensation Bonus for calendar year 2002, would be divided by 3, and the result would be multiplied by a factor of .6 (in light of the fact that the relevant Incentive Compensation Bonus periods ended on or before June 30, 2004). The Severance Bonus shall be paid to be made Executive in substantially equal installments in accordance with the Company’s usual payroll periods during over such time period as Executive receives the eighteen severance payments described in clause (18a) month period commencing on the Date above. For purposes of Termination; providedthis clause (b)(ii), that no such payments shall be made prior Incentive Compensation Bonus for 2002, to the date on which extent such a year is relevant for purposes of this clause, shall mean the Release cash incentive award paid to Executive for such year pursuant to Section 2.02 of the 2001 Employment Agreement entered into by and between the Company and Executive. For purposes of this clause (as defined below) becomes effective and irrevocable andb)(ii), if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar yearsIncentive Compensation Bonus for 2003, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning extent such a year is relevant for purposes of this clause, shall mean the cash incentive award paid to Executive for such year pursuant to Section 2.2(b) of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable2003 Employment Agreement; and d. subject to Executive(iii) maintain, at the Company’s valid election to continue healthcare coverage under Section 4980B of the Codeexpense, during the period commencing on the Date of Termination in full force and ending on the date that is eighteen (18) months thereaftereffect, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at continued benefit until the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date earlier of Termination, provided, however, that (Ai) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period term of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5)employment then in effect, or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) Executive’s Termination occurs within thirty (30) days after such Change commencement of full time employment with a new employer, all Company medical insurance and medical expense reimbursement plans and other medical programs or medical arrangements in Control, then, notwithstanding anything which Executive was entitled to participate immediately prior to the contrary date of termination, provided that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive’s participation in any other such plan or agreement, including without limitation the Incentive Planprogram is barred, the Option Agreement, and the award agreement governing the PSUs, Company shall arrange to provide Executive with medical benefits substantially similar to those which Executive was entitled to receive under such Termination will not result in any accelerated vesting of the Option plans or the PSUsprograms.

Benefits Received Upon Termination. 1. (a) If the Executive’s employment terminates during is terminated by the Term Company for any reasonCause, or if this Agreement is terminated by Executive without Good Reason, then the Company shall pay or provide to Executive: the Executive (i) Executive’s earned but unpaid his Base Salary through the Date effective date of Termination (as defined below)such termination, and (ii) to the extent required by applicable law, any vacation earned but not taken through the Date effective date of Termination, and such termination (iii) any vested amounts due collectively referred to Executive under any plan, program or policy of the Company (collectively, the as “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement.Agreement and specifically, has no obligation to pay any unearned bonus or other benefit of employment 2. (b) If the Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior (i) Pay to the year in Executive within two business days following the date of termination all Accrued Obligations through the end of the month during which the Date of Termination such termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay (ii) Pay to the Executive as severance pay an amount equal to eighteen (18a) months of the Executive’s Base Salary in effect as of the Date date of Termination with termination for a period equal to the sum of one (1) year, such payments to be made in equal installments in accordance with the Company’s usual payroll practices until expiration of the severance period, plus (b) the amount of Executive’s bonus received in the prior six-month period. Such payments are to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year)practices; c. pay to Executive a pro-rated Target Bonus amount (iii) Maintain in full force and effect, for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for continued benefit until the year in which the Date earlier of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) six months following the consummation from Executive’s date of the Transaction (termination, or pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) Executive’s Termination occurs within thirty (30) days after such Change commencement of full time employment with a new employer, all Company medical and life insurance plans in Control, then, notwithstanding anything which the Executive was entitled to participate immediately prior to the contrary date of termination, provided that Executive continues to contribute Executive’s designated payments to such plans. As Executive will no longer be employed during this period, Executive shall not receive any compensation for any additional employee benefits; nor shall Executive accrue any vacation or sick leave benefits; and (iv) Pay, for the benefit of Executive, all costs, up to a maximum of $20,000.00, related to Executive’s participation in any other plan a senior executive outplacement program at a mutually agreeable outplacement firm until the earlier of: (i) six months from Executive’s date of termination, or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting (ii) Executive’s commencement of the Option or the PSUsfull time employment with a new employer.

Benefits Received Upon Termination. 1. (a) If the Executive’s employment terminates during is terminated as a result of Executive’s death or Disability, by the Term Company for any reasonCause, or by Executive without Good Reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid the Executive his Base Salary through the Date effective date of Termination (as defined below), (ii) to the extent required by applicable law, such termination plus credit for any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans or any other Agreements or arrangements applicable to the Executive. 2. (b) If the Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive within two business days following the date of termination his Base Salary through the end of the month during which such termination occurs plus credit for any vacation earned but not taken; (ii) pay to the Executive as severance pay: (1) an amount equal to the Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18) months of Executive’s Base Salary in effect as of the Date date of Termination with such payments to termination, which amount shall be made paid in installments in accordance with the Company’s usual payroll periods during the eighteen for one (181) month period commencing on the Date of Termination; providedyear, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two plus (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum most recent annual profit sharing and/or incentive bonus received by the Executive from the Company, prorated for the portion of (A) eighteen (18) months of Executive’s Base Salary in effect the current year for which the Executive was employed, or, if more, the amount which would be due under the profit sharing and/or incentive bonus plans applicable to Executive for the then current year calculated as of the Date effective date of Termination termination; such amount to be reduced by any payment previously received during the current year as part of the profit sharing and/or incentive bonus plans and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments payment to be made in substantially equal installments in accordance with the Company’s usual payroll periods during over such time period as Executive receives Base Salary severance payments hereunder; (iii) maintain, at the eighteen (18) month period commencing on Company’s expense, in full force and effect, for the Date of Termination; providedExecutive’s continued benefit for one year, that no such payments shall be made all Company medical insurance and reimbursement plans and other programs or arrangements in which the Executive was entitled to participate immediately prior to the date on which of termination, provided that the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage continued participation is possible under Section 4980B the general terms and provisions of such plans and programs. In the Code, during event that the COBRA PeriodExecutive’s participation in any such plan or program is barred, the Company shall reimburse arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) pay, for the benefit of Executive, all costs, up to a maximum of $10,000, related to Executive’s and participation in a senior executive outplacement program at an outplacement firm. (c) In the event of Executive’s eligible dependents with coverage under its group health plans at Disability, Executive acknowledges that his employment will be automatically terminated effective immediately upon the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date determination of TerminationDisability; provided that, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of during the period of continuation coverage the disability prior to besuch termination of employment, exempt from Executive shall continue to receive all compensation and benefits as if he were actively employed less any sums received directly by the application Executive, if any, under any policy or policies of Section 409A disability income insurance purchased by the Company. In the event of such termination, Executive’s rights to receive any salary or payments under Treasury Regulation Section 1.409A-1(a)(5), or (B) this Agreement shall terminate but Executive shall have the Company is otherwise unable right to continue to cover receive any and all payments made by an insurance company under any and all policies of disability insurance purchased by the Company. Executive’s rights under any Company Benefit Plans will be those rights accorded to any terminated employee under the plan provisions and applicable law. Executive will remain entitled to receive any benefits under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act state disability or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)worker’s compensation laws. e. Executive agrees that, if (id) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) The Company will deduct and (ii) withhold all necessary Withholding Taxes from Executive’s Termination occurs within thirty (30) days after such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsbenefits provided hereunder.

Benefits Received Upon Termination. 1. (a) If the Executive’s 's employment terminates during is terminated by the Term Company for any reasonCause, or if this Agreement is terminated by Executive without Good Reason, then the Company shall pay or provide to Executive: the Executive (i) Executive’s earned but unpaid his Base Salary through the Date effective date of Termination (as defined below)such termination, (ii) to the extent required by applicable law, any vacation earned but not taken through the Date effective date of Terminationsuch termination, and (iii) the earned, but unpaid Incentive Compensation Bonus, if any, for any vested amounts due to Executive under any plan, program or policy Performance Period that has been fully completed as of the Company effective date of such termination (collectively, the “collectively referred to as "Accrued Obligations”"). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans or any other Agreements or arrangements applicable to the Executive. 2. (b) If the Executive’s 's employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive an amount equal to Executive’s earned but unpaid Annual Bonus for within two business days following the fiscal year ending immediately prior date of termination all Accrued Obligations through the end of the month during which such termination occurs; (ii) pay to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18a) months of the Executive’s 's Base Salary in effect as of the Date date of Termination with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurstermination, such payments to be made in accordance with the Company’s 's usual payroll periods during the eighteen for a minimum of six (186) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year months or, if laterlonger, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to through the expiration of the period term of continuation coverage employment then in effect under this Agreement, without additional renewals as otherwise provided hereunder, plus (b) a Severance Bonus, which shall be determined as follows. In the event such termination is effective on or before June 30, 2002, the amount of the Severance Bonus shall equal the cash portion of the incentive bonus received by or payable to be, exempt the Executive from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5)Company for 2001. In the event such termination is effective after June 30, or (B) the Company 2002 and is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 effective from January 1 through June 30 of the Public Health Service Act or calendar year, the Patient Protection amount of the Severance Bonus shall be the average of the cash portion of the Incentive Compensation Bonuses earned by Executive for the three (3) preceding calendar years. In the event such termination is effective after June 30, 2002 and Affordable Care Act)is effective from July 1 through December 31 of the calendar year, thenthe amount of the Severance Bonus shall be the average of the cash portion of the Incentive Compensation Bonus earned by Executive for the immediately preceding six-month Performance Period multiplied by 2, the cash portion of the Incentive Compensation Bonus earned by Executive for the preceding calendar year, and the cash portion of the Incentive Compensation Bonus earned by Executive for the second preceding calendar year. By way of example only, in either casethe event the termination of Executive's employment were to become effective in August 2002, an amount equal to each remaining Company subsidy the Severance Bonus would be calculated as follows: The sum of the cash portions of (i) actual Incentive Compensation Bonus for Performance Period of January 1 through June 30, 2002, multiplied by 2, (ii) actual Incentive Compensation Bonus for calendar year 2001, and (iii) actual Incentive Compensation Bonus for calendar year 2000, would be divided by 3. The Severance Bonus shall thereafter be paid to Executive in substantially equal monthly installments in accordance with the Company's usual payroll periods over such time period as Executive receives the continuation coverage period severance payments described in clause (a) above. For purposes of this clause (b)(ii), Incentive Compensation Bonus for 1999 or 2000, to the remaining portion thereof).extent such a year is relevant for purposes of this clause, shall mean the cash incentive award paid to Executive for such year pursuant to Section 2.2 of the 1999 Employment Agreement; e. Executive agrees that(iii) maintain, if at the Company's expense, in full force and effect, for the Executive's continued benefit until the earlier of (i) the expiration of the term of employment then in effect, or (ii) the Executive's commencement of full time employment with a Change new employer, all Company medical insurance and medical expense reimbursement plans and other medical programs or medical arrangements in Control occurs which the Executive was entitled to participate immediately prior to the date of termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) pay, for the benefit of Executive, all costs, up to a maximum of $20,000, related to Executive's participation in a senior executive outplacement program at Xxx Xxxxx Xxxxxxxx or a similar outplacement firm. Notwithstanding the foregoing, if, within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) Executive’s Termination occurs within thirty (30) days after such Change in Control, thenExecutive's employment with the Company is terminated without Cause, notwithstanding anything to the contrary in any other plan or agreementExecutive terminates this Agreement for Good Reason, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsCompany provides Executive notice of non-renewal of this Agreement pursuant to Section 1.2 above, then the six (6)-month period referred to in subsection (b)(ii) above shall be extended to eighteen (18) months for purposes of this Section 4.4(b).

Benefits Received Upon Termination. 1. (a) If the Executive’s employment terminates during is terminated as a result of Executive’s death or Disability, by the Term Company for any reasonCause, or by Executive without Good Reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid the Executive his Base Salary through the Date effective date of Termination (as defined below), (ii) to the extent required by applicable law, such termination plus credit for any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans or any other Agreements or arrangements applicable to the Executive. 2. (b) If the Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive within two business days following the date of termination his Base Salary through the end of the month during which such termination occurs plus credit for any vacation earned but not taken; (ii) pay to the Executive as severance pay: (1) an amount equal to Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18) months of Executive’s Base Salary in effect as of the Date date of Termination with such payments to termination, which amount shall not exceed $__________ and which amount shall be made paid in installments in accordance with the Company’s usual payroll periods during the eighteen for one (181) month period commencing on the Date of Termination; providedyear, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two plus (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum most recent annual profit sharing and/or incentive bonus received by the Executive from the Company, prorated for the portion of (A) eighteen (18) months of Executive’s Base Salary in effect the current year for which the Executive was employed, or, if more, the amount which would be due under the profit sharing and/or incentive bonus plans applicable to Executive for the then current year calculated as of the Date effective date of Termination termination, which amount shall be reduced by any payment previously received for and (B) one and one-half (1.5) Executive’s Target Bonus for during the then current year in which as part of the Date of Termination occurs, profit sharing and/or incentive bonus plans; such payments payment to be made in substantially equal installments in accordance with the Company’s usual payroll periods during over such time period as Executive receives Base Salary severance payments hereunder; (iii) maintain, at the eighteen (18) month period commencing on Company’s expense, in full force and effect, for the Date of Termination; providedExecutive’s continued benefit for one year, that no such payments shall be made all Company medical insurance and reimbursement plans and other programs or arrangements in which the Executive was entitled to participate immediately prior to the date on which of termination, provided that the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage continued participation is possible under Section 4980B the general terms and provisions of such plans and programs. In the Code, during event that the COBRA PeriodExecutive’s participation in any such plan or program is barred, the Company shall reimburse arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) pay, for the benefit of Executive, all costs, up to a maximum of $10,000, related to Executive’s and participation in a senior executive outplacement program at an outplacement firm. (c) In the event of Executive’s eligible dependents with coverage under its group health plans at Disability, Executive acknowledges that his employment will be automatically terminated effective immediately upon the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date determination of TerminationDisability; provided that, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of during the period of continuation coverage the disability prior to besuch termination of employment, exempt from Executive shall continue to receive all compensation and benefits as if he were actively employed less any sums received directly by the application Executive, if any, under any policy or policies of Section 409A disability income insurance purchased by the Company. In the event of such termination, Executive’s rights to receive any salary or payments under Treasury Regulation Section 1.409A-1(a)(5), or (B) this Agreement shall terminate but Executive shall have the Company is otherwise unable right to continue to cover receive any and all payments made by an insurance company under any and all policies of disability insurance purchased by the Company. Executive’s rights under any Company Benefit Plans will be those rights accorded to any terminated employee under the plan provisions and applicable law. Executive will remain entitled to receive any benefits under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act state disability or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)worker’s compensation laws. e. Executive agrees that, if (id) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) The Company will deduct and (ii) withhold all necessary Withholding Taxes from Executive’s Termination occurs within thirty (30) days after such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsbenefits provided hereunder.

Benefits Received Upon Termination. 1. (a) If the Executive’s employment terminates during is terminated as a result of Executive’s death or Disability, by the Term Company for any reasonCause, or by Executive without Good Reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid the Executive his Base Salary through the Date effective date of Termination (as defined below), (ii) to the extent required by applicable law, such termination plus credit for any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans or any other Agreements or arrangements applicable to the Executive. 2. (b) If the Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive within two business days following the date of termination his Base Salary through the end of the month during which such termination occurs plus credit for any vacation earned but not taken; (ii) pay to the Executive as severance pay: (1) for three (3) years, an annual amount equal to Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18) months of Executive’s Base Salary in effect as of the Date date of Termination with such payments to termination multiplied by 1.9, which annual amount shall not exceed $180,000 per year and which amounts shall be made paid in installments in accordance with the Company’s usual payroll periods during the eighteen for three (183) month period commencing on the Date of Termination; providedyears, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two plus (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum most recent annual profit sharing and/or incentive bonus received by the Executive from the Company, prorated for the portion of (A) eighteen (18) months of Executive’s Base Salary in effect the current year for which the Executive was employed, or, if more, the amount which would be due under the profit sharing and/or incentive bonus plans applicable to Executive for the then current year calculated as of the Date effective date of Termination termination; such amount to be reduced by any payment previously received during the current year as part of the profit sharing and/or incentive bonus plans and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments payment to be made in substantially equal installments in accordance with the Company’s usual payroll periods during over such time period as Executive receives Base Salary severance payments hereunder; (iii) maintain, at the eighteen (18) month period commencing on Company’s expense, in full force and effect, for the Date of Termination; providedExecutive’s continued benefit for one year, that no such payments shall be made all Company medical insurance and reimbursement plans and other programs or arrangements in which the Executive was entitled to participate immediately prior to the date on which of termination, provided that the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage continued participation is possible under Section 4980B the general terms and provisions of such plans and programs. In the Code, during event that the COBRA PeriodExecutive’s participation in any such plan or program is barred, the Company shall reimburse arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) pay, for the benefit of Executive, all costs, up to a maximum of $10,000, related to Executive’s and participation in a senior executive outplacement program at an outplacement firm. (c) In the event of Executive’s eligible dependents with coverage under its group health plans at Disability, Executive acknowledges that his employment will be automatically terminated effective immediately upon the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date determination of TerminationDisability; provided that, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of during the period of continuation coverage the disability prior to besuch termination of employment, exempt from Executive shall continue to receive all compensation and benefits as if he were actively employed less any sums received directly by the application Executive, if any, under any policy or policies of Section 409A disability income insurance purchased by the Company. In the event of such termination, Executive’s rights to receive any salary or payments under Treasury Regulation Section 1.409A-1(a)(5), or (B) this Agreement shall terminate but Executive shall have the Company is otherwise unable right to continue to cover receive any and all payments made by an insurance company under any and all policies of disability insurance purchased by the Company. Executive’s rights under any Company Benefit Plans will be those rights accorded to any terminated employee under the plan provisions and applicable law. Executive will remain entitled to receive any benefits under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act state disability or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof)worker’s compensation laws. e. Executive agrees that, if (id) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) The Company will deduct and (ii) withhold all necessary Withholding Taxes from Executive’s Termination occurs within thirty (30) days after such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsbenefits provided hereunder.

Benefits Received Upon Termination. 1. If Executive’s employment terminates during the Term for any reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid Base Salary through the Date of Termination (as defined below), (ii) to the extent required by applicable law, any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – - (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement, except for any applicable obligations provided hereinafter in Sections IV.D.2, 3 or 4 below. 2. If Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability), or Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 IV.E below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen twelve (1812) months of Executive’s Base Salary in effect as of the Date of Termination with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen twelve (1812) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) IV.D.2.b shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals is the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs occurs, and the denominator of which equals is 365 or 366 366, as applicable (as applicable) (a the “Pro-Rata Target Bonus”), payable on in a lump sum at such time as annual bonuses are payable generally for the first regularly scheduled payroll date year in which the Date of Termination occurs, but in no event later than March 15th of the calendar year following the date on calendar year in which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocableDate of Termination occurs; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen twelve (1812) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal currently-taxable monthly installments over the continuation coverage period (or the remaining portion thereof). For the avoidance of doubt, upon a termination of Executive’s employment pursuant to this Section IV.D.2, Executive’s Awards will be treated as set forth in the applicable award agreements governing such Awards. 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 IV.E below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen twelve (1812) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half times (1.51.0) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments to be made in accordance with the Company’s usual payroll periods during the eighteen twelve (1812) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) IV.D.3.b shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata BonusTarget Bonus for the year in which the Date of Termination occurs, payable in a lump sum on at such time as annual bonuses are payable generally for the first regularly scheduled payroll date year in which the Date of Termination occurs, but in no event later than March 15th of the calendar year following the date on calendar year in which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocableDate of Termination occurs; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall reimburse Executive during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially currently taxable equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that. For the avoidance of doubt, if (i) upon a Change in Control occurs within twelve (12) months following the consummation termination of the Transaction (or Executive’s employment pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) this Section IV.D.3, Executive’s Termination occurs within thirty (30) days after Awards will be treated as set forth in the applicable award agreements governing such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsAwards.

Benefits Received Upon Termination. 1. If Executive’s employment terminates during the Term for any reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid Base Salary through the Date of Termination (as defined below), (ii) to the extent required by applicable law, any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – - (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement, except for any applicable obligations provided hereinafter in Sections IV.D.2, 3 or 4 below or pursuant to any agreement applicable to any equity awards. 2. If Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability), or Executive terminates his her employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 IV.E below, the Company shall: : a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; generally (but in no event later than March 15th of the year following the year in which the Annual Bonus was earned); b. pay to Executive as severance pay an amount equal to eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination (or in effect for the year prior to the year in which the Date of Termination occurs, if higher) with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) IV.D.2.b, to the extent it constitutes nonqualified deferred compensation under Section 409A (as defined below), shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) Executive’s Termination occurs within thirty (30) days after such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUs.occurring

Benefits Received Upon Termination. 1. (a) If the Executive’s 's employment terminates during is terminated by the Term Company for any reasonCause, or if this Agreement is terminated by Executive without Good Reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid the Executive his Base Salary through the Date effective date of Termination (as defined below), (ii) to the extent required by applicable law, such termination plus credit for any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement; provided, however, that the Company will continue to honor any obligations that may have vested or accrued under the existing Company Benefit Plans or any other Agreements or arrangements applicable to the Executive. 2. (b) If the Executive’s 's employment is terminated by the Company without Cause (excluding termination by reason of death or Disability)Cause, or if this Agreement is terminated by Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 below, the Company shall: a. (i) pay to the Executive an amount equal to Executive’s within two business days following the date of termination his Base Salary through the end of the month during which such termination occurs plus credit for any vacation earned but unpaid Annual Bonus for the fiscal year ending immediately prior not taken; (ii) pay to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18a) months of the Executive’s 's Base Salary in effect as of the Date date of Termination with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs and the denominator of which equals 365 or 366 (as applicable) (a “Pro-Rata Bonus”), payable on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurstermination, such payments to be made in accordance with the Company’s 's usual payroll periods during for a minimum of six (6) months or, if longer, through the eighteen expiration of the term of employment then in effect under this Agreement, without additional renewals as otherwise provided hereunder, plus (18b) month period commencing on an amount equal to the Date cash portion of Terminationthe most recent annual profit sharing and/or incentive bonus received by the Executive from the Company or, if more, the cash amount which would be due under the profit sharing and/or incentive bonus plans applicable to Executive for the then current year calculated as of the effective date of termination; provided, that no such payments shall payment to be made in substantially equal installments in accordance with the Company's usual payroll periods over such time period as Executive receives Base Salary payments hereunder; (iii) maintain, at the Company's expense, in full force and effect, for the Executive's continued benefit until the earlier of (i) the expiration of the term of employment then in effect, or (ii) the Executive's commencement of full time employment with a new employer, all Company medical insurance and reimbursement plans and other programs or arrangements in which the Executive was entitled to participate immediately prior to the date on which of termination, provided that the Release becomes effective Executive's continued participation is possible under the general terms and irrevocable and, if provisions of such plans and programs. In the aggregate period during which Executive event that the Executive's participation in any such plan or program is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata Bonus, payable in a lump sum on the first regularly scheduled payroll date following the date on which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the COBRA Periodbarred, the Company shall reimburse arrange to provide the Executive with medical benefits substantially similar to those which the Executive was entitled to receive under such plans or programs; and (iv) pay, for the benefit of Executive’s and , all costs, up to a maximum of $20,000, related to Executive’s eligible dependents with coverage under its group health plans 's participation in a senior executive outplacement program at Xxx Xxxxx Xxxxxxxx or a similar outplacement firm. Notwithstanding the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Terminationforegoing, providedif, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that, if (i) a Change in Control occurs within twelve (12) months following the consummation of the Transaction (or pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) Executive’s Termination occurs within thirty (30) days after such Change in Control, thenExecutive's employment with the Company is terminated without Cause, notwithstanding anything to the contrary in any other plan or agreementExecutive terminates this Agreement for Good Reason, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsCompany provides Executive notice of non-renewal or renegotiation of this Agreement pursuant to Section 1.2 above, then the six (6)-month period referred to in subsection (b)(ii) above shall be extended to eighteen (18) months for purposes of this Section 4.4(b).

Benefits Received Upon Termination. 1. If Executive’s employment terminates during the Term for any reason, then the Company shall pay or provide to Executive: (i) Executive’s earned but unpaid Base Salary through the Date of Termination (as defined below), (ii) to the extent required by applicable law, any vacation earned but not taken through the Date of Termination, and (iii) any vested amounts due to Executive under any plan, program or policy of the Company (collectively, the “Accrued Obligations”). The Accrued Obligations described in clauses (i) – - (ii) of the preceding sentence shall be paid within thirty (30) days after the Date of Termination (or such earlier date as may be required by applicable law) and the Accrued Obligations described in clause (iii) of the preceding sentence shall be paid in accordance with the terms of the governing plan or program. The Company and Parent shall thereafter have no further obligations to Executive under this Agreement, except for any applicable obligations provided hereinafter in Sections IV.D.2, 3 or 4 below. 2. If Executive’s employment is terminated by the Company without Cause (excluding termination by reason of death or Disability), or Executive terminates his employment for Good Reason, in either case, prior to the consummation of a Change in Control or more than twelve (12) months after the consummation of a Change in Control, then upon Executive’s “separation from service” from the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and, the date of any such Separation from Service, the “Date of Termination”), subject to Section 4.5 IV.E below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the fiscal year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination with such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(b)(ii) IV.D.2.b shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a pro-rated Target Bonus amount for the year in which the Date of Termination occurs, determined by multiplying Executive’s Target Bonus for the year in which the Date of Termination occurs by a fraction, the numerator of which equals is the number of days Executive was employed by the Company during the calendar year in which the Date of Termination occurs occurs, and the denominator of which equals is 365 or 366 366, as applicable (as applicable) (a the “Pro-Rata Target Bonus”), payable on in a lump sum at such time as annual bonuses are payable generally for the first regularly scheduled payroll date year in which the Date of Termination occurs, but in no event later than March 15th of the calendar year following the date on calendar year in which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocableDate of Termination occurs; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period commencing on the Date of Termination and ending on the date that is eighteen (18) months thereafter, or, if earlier, the date on which Executive becomes covered by a group health insurance program provided by a subsequent employer (in either case, the “COBRA Period”), the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal currently-taxable monthly installments over the continuation coverage period (or the remaining portion thereof). For the avoidance of doubt, upon a termination of Executive’s employment pursuant to this Section IV.D.2, Executive’s Awards will be treated as set forth in the applicable award agreements governing such Awards. 3. If within twelve (12) months following the consummation of a Change in Control, Executive’s employment is terminated either by the Company without Cause (excluding by reason of death or Disability) or by Executive for Good Reason, then, in either case, upon Executive’s Separation from Service, subject to Section 4.5 IV.E below, the Company shall: a. pay to Executive an amount equal to Executive’s earned but unpaid Annual Bonus for the year ending immediately prior to the year in which the Date of Termination occurs, said Annual Bonus to be paid as and when annual bonuses are payable for such year generally; b. pay to Executive as severance pay an amount equal to the sum of (A) eighteen (18) months of Executive’s Base Salary in effect as of the Date of Termination and (B) one and one-half (1.5) Executive’s Target Bonus for the year in which the Date of Termination occurs, such payments to be made in accordance with the Company’s usual payroll periods during the eighteen (18) month period commencing on the Date of Termination; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no payments under this Section 4.4(c)(ii) IV.D.3.b shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto (if any) shall instead be paid commencing on the first regularly scheduled Company payroll date occurring in the latter such calendar year); c. pay to Executive a Pro-Rata BonusTarget Bonus for the year in which the Date of Termination occurs, payable in a lump sum on at such time as annual bonuses are payable generally for the first regularly scheduled payroll date year in which the Date of Termination occurs, but in no event later than March 15th of the calendar year following the date on calendar year in which the Release becomes effective and irrevocable, provided, that if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, such payment shall be made on the first regularly scheduled payroll date in the second (2nd) such calendar year or, if later, the first regularly scheduled payroll date following the date the Release becomes effective and irrevocableDate of Termination occurs; and d. subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, the Company shall reimburse Executive during the COBRA Period, the Company shall reimburse Executive for Executive’s and Executive’s eligible dependents with coverage under its group health plans at the same levels and the same cost to Executive as would have applied if Executive’s employment had not been terminated based on Executive’s elections in effect on the Date of Termination, provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially currently taxable equal monthly installments over the continuation coverage period (or the remaining portion thereof). e. Executive agrees that. For the avoidance of doubt, if (i) upon a Change in Control occurs within twelve (12) months following the consummation termination of the Transaction (or Executive’s employment pursuant to a binding agreement entered into within such twelve (12) month period) and (ii) this Section IV.D.3, Executive’s Termination occurs within thirty (30) days after Awards will be treated as set forth in the applicable award agreements governing such Change in Control, then, notwithstanding anything to the contrary in any other plan or agreement, including without limitation the Incentive Plan, the Option Agreement, and the award agreement governing the PSUs, such Termination will not result in any accelerated vesting of the Option or the PSUsAwards.