Common use of Benefits Upon Termination Clause in Contracts

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

Benefits Upon Termination. (a) If this Agreement is terminated for In lieu of any reason by severance that may otherwise be payable to the Executive pursuant to any policies of the Company, whether existing on the date hereof or in effect from time to time hereafter, in the event that the Company or by the Executive (in such a case, the date on which terminates the Executive’s employment by the Company terminates is referred pursuant to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationTermination Without Cause, the Company shall pay the Executive severance payments in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million 2.0 times the Executive’s Base Salary at the rate in effect at the time of the Executive’s termination of employment. The severance amount shall be paid in accordance with the Company’s payroll over the two year period following the Executive’s termination of employment (the “Severance BenefitPeriod”). Such severance payments shall commence within 60 days after the effective date of the termination, subject to (i) the Executive’s execution and non-revocation of a written release of all claims against the Company and all related parties with respect to all matters arising out of the documents Executive’s employment by the Company, or the termination thereof, substantially in accordance the form attached hereto as Exhibit A (the “Release”), and (ii) the Executive’s continued compliance with clause 12.5(b)the restrictive covenants set forth in Sections 7 and 8 below. The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s benefit plans. (b) Notwithstanding In the foregoing provisions of this clause 12.3event that the Company terminates the Executive’s employment pursuant to a Permanent Disability, if the Company shall pay the Executive any earned but unpaid Base Salary as of the events set forth in clause 12.1(b)date of termination of employment. No other payments shall be made, which give rise to or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)benefit plans. (c) The Executive agrees In the event that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of Company terminates the Executive’s Appointment) shall constitute the exclusive and sole remedy employment pursuant to a Termination for Cause or the Executive and terminates his employment with the Company for any reason (including, without limitation, pursuant to any retirement), the Company shall pay the Executive covenants not any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to assert or pursue any other remedies, at the extent required by law or in equitythe Company’s benefit plans. (d) In the event that the Executive’s employment hereunder is terminated due to the Executive’s death, with respect to the Company shall pay the Executive’s executor or other legal representative (the “Representative”) any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Appointment. Company whether under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans. (e) The Company Executive shall not be required to mitigate the severance payments to be made to him hereunder and if the Executive acknowledge and agree that there is no duty obtains other employment while receiving severance payments hereunder he shall continue to be entitled to the benefits of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his Executive’s death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In Unless the event provisions of an Involuntary TerminationSection 5.3(c) below apply, each outstanding optionif, restricted stock award or other stock-based award granted during the Period of Employment, the Executive’s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, or (3) as a result of the Company’s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (two times Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 5.7(a), the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit.) (ii) Subject to the Executive’s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’s premiums charged to continue medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Executive shall also be entitled to continued participation in the MERP, at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “COBRA Benefit”); provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro-rata portion of the Incentive Bonus for the fiscal year in which the Executive’s employment terminates (the “Pro-Rata Bonus”). The Pro-Rata Bonus shall equal the Incentive Bonus for the fiscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through the Severance Date and the denominator is 365. Any Pro-Rata Bonus that becomes payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit in the following calendar year). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following benefits in lieu of the benefits described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Change in Control Severance Benefit.” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s execution Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the documents aggregate Change in accordance with clause 12.5(bControl Severance Benefit.) (ii) The Company shall provide the COBRA Benefit described in Section 5.3(b)(ii) above on the terms and conditions specified in that section until the eighteenth month following the month in which the Executive’s Separation from Service occurs. (biii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Pro-Rata Bonus, as described in Section 5.3(b)(iii) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches Executive’s obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit or Change in Control Severance Benefit, the Pro-Rata Bonus, or the COBRA Benefit; provided that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit or Change in Control Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and any applicable acceleration Executive’s receipt of vesting of an equity-based award in accordance benefits otherwise due terminated employees under group insurance coverage consistent with the terms of such award in connection with the termination of applicable Company welfare benefit plan; or (ii) the Executive’s Appointment) shall constitute the exclusive rights under COBRA to continue participation in medical, dental, hospitalization and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damageslife insurance coverage.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (iib) In If the event Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million one (1.0) times the Executive’s Base Salary at the annual rate in effect on the Severance Date. The amount determined pursuant to the preceding sentence is referred to hereinafter as the “Severance Benefit”.” Subject to Section 20(b), subject the Company shall pay the Severance Benefit to the Executive in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s execution of Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the CompanyExecutive’s option to terminate this Agreement, shall have occurred Separation from Service and prior to the date of such payment. Notwithstanding the foregoing, however, if the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award occurs in connection with or within eighteen (18) months after a Change in Control Event, the termination Severance Benefit shall be one (1.0) times the sum of the Executive’s AppointmentBase Salary at the annual rate in effect on the Severance Date and the Applicable Bonus Amount, and the Severance Benefit shall be payable to the Executive in a lump sum on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service. For these purposes, the “Applicable Bonus Amount” shall constitute equal the exclusive and sole remedy Executive’s target Incentive Bonus (as established by the Board or a committee thereof) for the Executive Company’s fiscal year in which the Severance Date occurs, provided that if no such target Incentive Bonus has been established for that fiscal year, the Applicable Bonus Amount shall be the Executive’s target Incentive Bonus (as established by the Board or a committee thereof) for the Company’s fiscal year immediately preceding the fiscal year in which the Severance Date occurs (and if no such target Incentive Bonus was established for either such fiscal year, shall be the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination amount of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts annual Incentive Bonus actually paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether Executive, if any, for the Executive has taken or takes actions to mitigate damagesimmediately preceding fiscal year).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his Executive’s death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company is terminated by the Company without Cause (and other than due to the Executive’s death or in connection with a good faith determination by the Board that the Executive has a Disability), the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (one times Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 5.7(a), subject the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one-twelfth (1/12th) of the Severance Benefit.) (ii) Subject to the Executive’s execution continued payment of the documents same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in accordance effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with clause 12.5(bcontinuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelfth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches Executive’s obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and any applicable acceleration Executive’s receipt of vesting of an equity-based award in accordance benefits otherwise due terminated employees under group insurance coverage consistent with the terms of such award in connection with the termination of applicable Company welfare benefit plan; or (ii) the Executive’s Appointment) shall constitute the exclusive rights under COBRA to continue participation in medical, dental, hospitalization and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damageslife insurance coverage.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his Executive’s death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In Unless the event provisions of an Involuntary TerminationSection 5.3(c) below apply, each outstanding optionif, restricted stock award or other stock-based award granted during the Period of Employment, the Executive’s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, or (3) as a result of the Company’s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (two times Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 5.7(a), subject the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit.) (ii) Subject to the Executive’s execution continued payment of the documents same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’s premiums charged to continue medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Executive shall also be entitled to continued participation in accordance with clause 12.5(b). the MERP, at the same or reasonably equivalent medical coverage for the Executive (b) Notwithstanding the foregoing provisions of this clause 12.3and, if any of applicable, the events set forth Executive’s eligible dependents) as in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred effect immediately prior to the Severance Date or if Date, to the extent that the Executive elects such continued coverage (the “COBRA Benefit”); provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall be cease with continuation coverage for the eighteenth month following the month in breach which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of clauses 14the Executive’s death, 15 the date the Executive becomes eligible for coverage under the health plan of a future employer, or 16 (whether the date the Company ceases to offer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to or after such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro-rata portion of the Incentive Bonus for the fiscal year in which the Executive’s employment terminates (the “Pro-Rata Bonus”). The Pro-Rata Bonus shall equal the Incentive Bonus for the fiscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through the Severance Date) Date and the denominator is 365. Any Pro-Rata Bonus that becomes payable will be paid if and when the Incentive Bonus for active employees is paid (x) following the Executive shall not be entitled to claim any compensation or damages for or completion of the audit in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(iifollowing calendar year). (c) The Executive agrees that If, during the payments contemplated Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’s employment with the Company is terminated (1) by this clause 12.3 the Company without Cause (and any applicable acceleration of vesting of an equity-based award in accordance with other than due to the terms of such award Executive’s death or in connection with a good faith determination by the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree Board that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken a Disability), or takes actions to mitigate damages.(2) by the Executive for Good Reason, or

Benefits Upon Termination. (a) If this Agreement is terminated Upon termination of the Executive’s employment for any reason reason, the Corporation shall pay (i) on the Corporation’s first regularly scheduled payroll date following the Separation Date (or earlier if required by applicable law), any Base Salary, PTO, and any other amounts required under applicable law that had accrued or been earned but had not been paid on or before the Company Separation Date; (ii) any accrued but unpaid Incentive Bonus for a performance period ending on or preceding the Separation Date (payable in accordance with Section 3.2), and (iii) within thirty (30) days following the Separation Date, any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive (in such a case, on or before the date on which Separation Date. If the Executive’s employment by the Company terminates Corporation is referred to as terminated during the “Severance Date”)Term by the Corporation for Cause or by the Executive without Good Reason, then following the payment of the foregoing, the Company Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, Corporation any other payments or benefits or compensation or damages except as follows:benefits. (ib) The Company If, during the Term, the Executive’s employment is terminated by the Corporation (or its successor or assignee) without Cause, or due to the Executive’s death or Disability, or by the Executive with Good Reason (an “Involuntary Termination”), the Corporation shall pay the Executive (or, in the event of his death, or the Executive’s estateestate in the case of death) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million twelve (12) months of the Executive’s Base Salary at the rate in effect on the Separation Date (the “Salary Severance”) plus reimbursement of COBRA medical continuation premiums (if the Executive is eligible for, timely elects and pays for such COBRA medical continuation) for twelve (12) months (collectively, the “Severance Benefit”); provided that the Corporation shall have no obligation to reimburse the Executive for such COBRA premiums if the Corporation determines that reimbursement of such COBRA premiums would reasonably be expected to result in the imposition of excise taxes on the Corporation or any of its affiliates for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, subject as amended, and the Health Care and Education Reconciliation Act of 2010, as amended; and provided, further, that if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the 12-month period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), an amount equal to each remaining Corporation payment shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). The Corporation shall pay (or provide, as applicable) the Salary Severance to the Executive (or the Executive’s execution estate in the case of death) in substantially equal installments during the documents twelve (12) month period commencing on the Separation Date in accordance with clause 12.5(bthe Corporation’s payroll cycle; provided, however, that amounts that otherwise would be scheduled to be paid during the Release Period (as defined in Section 5.4(a). (b) Notwithstanding shall accrue and shall be paid on the foregoing provisions of this clause 12.3, if any first payroll date following the expiration of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)Release Period. (c) The Executive agrees that Severance Benefit shall be subject to Section 18. (d) The foregoing provisions of this Section 5.3 shall not affect: (i) payment of the amounts set forth in Section 5.3(a), (ii) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan; (iii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and such other benefit plans covered by COBRA; or (iv) the Executive’s receipt of any vested payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award or benefits otherwise due in accordance with the terms of such award in connection with an applicable equity compensation plan maintained by the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive Corporation or Holdings and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesCorporation’s 401(k) plan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates Corporation is referred to as terminated during the “Severance Date”)Term for any reason by the Corporation or by the Executive, or upon or following the expiration of the Term, the Company Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits or compensation or damages except as followsexcept: (ia) The Company the Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; Obligations (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that as such award shall be vested in full as of the Severance Dateterm is defined below); and (iiib) In if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated either by the Corporation or the Executive due to the death or Disability of the Executive, by the Corporation other than for Cause (as such term is defined below), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive (or, in the event of a Change of Control Terminationthe Executive’s death, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount Executive’s estate) a severance benefit equal to US$5 million three months of Base Salary. Subject to the conditions set forth in the following paragraph, the aggregate amount of such severance benefit shall be paid in a series of twelve (12) substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the “Severance Benefit”), aggregate amount of the severance benefit) commencing with the month following the month in which the Executive’s employment by the Corporation terminates and continuing for the following eleven months until paid in full (subject to the Executive’s execution compliance with the following paragraph and the provisions of Section 6); and As a condition precedent to any Corporation obligation to the Executive pursuant to Section 7.2(b) above, the Executive (or, in the event of his death, the Executive’s estate on behalf of the documents Executive) shall, upon or promptly following his last day of employment with the Corporation, provide the Corporation with a valid, executed, written Release (as such term is defined below) (in a form provided by the Corporation) and such release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Corporation shall have no obligation to make any payment to the Executive pursuant to Section 7.2(b) above unless and until the Release contemplated by this paragraph becomes irrevocable by the Executive in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3all applicable laws, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination rules and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) regulations. The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) Section 7.2 shall constitute the exclusive and sole remedy for the Executive any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointmentemployment. The Company Corporation and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Section 7.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The foregoing provisions of this Section 7.2 shall not affect any rights that the Executive may have under and with respect to a stock option or restricted stock award, to the extent that such award was granted before the date that the Executive’s employment by the Corporation terminates and to the extent expressly provided in the written agreement evidencing such award.

Benefits Upon Termination. (a) If this Agreement Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his Executive’s death, the Executive’s estate) his any Accrued Obligations;Obligations (as defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”), or such earlier date as may be required by applicable law, and Executive shall receive any vested accrued benefits for which Executive remains eligible under the Company’s employee welfare benefit and retirement plans, payable according to the terms of such plans. (ii) In If, during the event Period of Employment, Executive’s employment with the Company ends as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted involuntary termination by the Company without Cause, or Executive’s resignation for Good Reason, then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution and non-revocation of the general release described in Section 5(d) (the “General Release”) and the other conditions and limitations herein, Executive shall be automatically accelerated so eligible to receive (A) Base Salary continuation (at the rate in effect immediately prior to the Separation Date), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the twelve (12) months following the Separation Date (the “Severance Period”) and subject to all applicable taxes and withholdings; (B) Equity Compensation continuation by which all Equity Compensation due Executive, as outlined in Exhibit C, shall continue to vest according to the original vesting schedule during the Severance Period, subject to Executive’s compliance with the terms of this Agreement and the applicable award agreements; and (C) in the event that such award shall be vested Executive and Executive’s dependents are eligible for and timely elect medical and dental continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a monthly cash payment equal to the monthly premium costs for medical and dental COBRA continuation coverage at the rate of the Company’s normal contribution for active employees at the Executive’s coverage level as in full as effect immediately prior to the Executive’s termination for the period starting on Executive’s Separation Date and ending on the earliest of (1) the last day of the Severance DatePeriod, (2) Executive (or Executive’s dependents) becoming eligible for medical or dental (as applicable) benefits from a subsequent employer or (3) Executive (or Executive’s dependents) otherwise becoming ineligible for COBRA continuation coverage; andprovided that such COBRA payments do not result in a violation of applicable law by, or in the imposition of penalties, fines, or excise taxes to, the Company ((A) through (C) herein, the “Severance Payments”); provided, that no installment or portion of the Severance Payments shall be payable or paid until the expiration of the applicable revocation period for the General Release. (iii) In If, during the event Period of Employment, Executive’s employment with the Company ends as a result of an involuntary termination by the Company without Cause, or Executive’s resignation for Good Reason in each case within the twelve (12) months following a Change of in Control (a “Qualifying Termination”), then, in addition to the Company shall pay the Executive in one lump sumamounts payable under Section 5(c)(i), subject to tax withholding Executive’s timely execution and non-revocation of the General Release and the other authorized deductionsconditions and limitations herein, Executive shall be eligible to receive: (A) the Severance Payments set forth in Section 5(c)(ii), over a Severance Period of twenty-four (24) months, instead of twelve (12) months; (B) a lump sum payment immediately following the Qualifying Termination, in an amount equal to US$5 million (two times the “Severance Benefit”), subject to annual bonus that Executive would have earned at target achievement level for the Executive’s execution of calendar year in which the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination Qualifying Termination occurs; and (yC) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with notwithstanding the terms of such award in connection with the termination Company equity plan under which Executive’s equity awards are granted, all of the Executive’s Appointment) outstanding unvested time-based awards shall constitute become fully vested and in the exclusive and sole remedy case of Executive’s outstanding unvested equity awards with performance-based vesting, shall be deemed achieved at target levels (and, in the case of stock options, shall remain exercisable for the Executive remainder of their full term) (the “CiC Severance Payments”); provided, that no installment or portion of the CiC Severance Payments shall be payable or paid until the expiration of the applicable revocation period for the General Release. (iv) Notwithstanding anything herein to the contrary, if any Severance Payment or CiC Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the Executive covenants not period to assert or pursue any other remediesconsider the General Release and, at law or in equityif applicable, with respect to any termination revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Severance Payments or CiC Severance Payments shall be paid without regard until the Company’s first payroll payment date in the year following the year in which the Separation Date occurs, and any amount that is not paid prior to whether such date due to such restriction shall be paid in a lump sum along with the Executive has taken or takes actions installment scheduled to mitigate damagesbe paid on that date.

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”under Section 1(ii)(c), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) Upon the termination (voluntary or involuntary) of Your employment pursuant to Section 1(ii)(c) hereof, You shall be entitled to receive the benefits specified in this Section 3. The Company amounts due to You under subparagraph (a) of this Section 3(i) shall be paid to You in a lump sum not later than one business day prior to the date that the termination of Your employment becomes effective. The amounts due to You under subparagraphs (b), (c) and (d) of this Section 3(i) shall be paid to You not later than one business day prior to the date that the termination of Your employment becomes effective. Subject to the provisions of Section 3(ii) hereof, all benefits to You pursuant to this Section 3(i) shall be subject to any applicable payroll or other taxes required by law to be withheld. (a) The Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company as severance pay to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, You an amount equal to US$5 million two times the sum of (1) Your highest annual rate of salary from the “Severance Benefit”), subject to Corporation in effect at any time during the Executive’s execution 24 months preceding the date that the termination of Your employment became effective and (2) the average of the documents annual bonus paid or to be paid to You in accordance with clause 12.5(b)respect of each of the two fiscal years preceding the fiscal year when the termination of Your employment became effective. (b) Notwithstanding For a period of 24 months following the foregoing provisions date that the termination of this clause 12.3Your employment became effective or until You reach age 65 or die, if any of whichever is the events set forth shorter period, the Corporation shall continue for You, at the Corporation's expense, the health, disability and life insurance coverage in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred effect for You immediately prior to the Severance Date or date that the termination of Your employment became effective under the plans provided by the Corporation for its executive personnel generally or, if such coverage cannot by the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason terms of such termination and (y) plans be provided thereunder, then the Executive Corporation shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)provide equivalent insurance coverage for You for such period under specially obtained policies of insurance. (c) The Executive agrees that Corporation shall pay to You (1) any amount earned by You as a bonus with respect to the payments contemplated by this clause 12.3 (and any applicable acceleration fiscal year of vesting of an equity-based award in accordance with the terms of such award in connection with Corporation preceding the termination of Your employment if such bonus has not theretofore been paid to You, and (2) an amount representing credit for any vacation earned or accrued by You but not taken. (d) The Corporation shall also pay to You all legal fees and expenses incurred by You as a result of such termination of employment (including all fees and expenses, if any, incurred by You in seeking to obtain or enforce any right or benefit provided to You by this Agreement whether by arbitration or otherwise); and (e) Any and all contracts, agreements or arrangements between the ExecutiveCorporation and You prohibiting or restricting You from owning, operating, participating in, or providing employment or consulting services to, any business or company competitive with the Corporation at any time or during any period after the date the termination of Your employment becomes effective, shall be deemed terminated and of no further force or effect as of the date the termination of Your employment becomes effective, to the extent, but only to the extent, such contracts, agreements or arrangements so prohibit or restrict You; provided that the foregoing provision shall not constitute a license or right to use any proprietary information of the Corporation and shall in no way affect any such contracts, agreements or arrangements insofar as they relate to nondisclosure and nonuse of proprietary information of the Corporation notwithstanding the fact that such nondisclosure and nonuse may prohibit or restrict You in certain competitive activities. (f) Notwithstanding the foregoing, to the extent that any payment due hereunder is (A) deferred compensation subject to section 409A of the Internal Revenue Code, and (B) is payable to a specified employee (as that term is defined in section 409A), and (C) is payable on account of the specified employee’s Appointmentseparation from service as that term is defined in section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall constitute not then be paid but shall rather be paid on the exclusive first day of the seventh (7th) month following the separation from service. (A) For this purpose, specified employees shall be identified by the Employer on a basis consistent with regulations issued under section 409A, and sole remedy for consistently applied to all plans, programs, contracts, etc. maintained by the Executive Employer that are subject to section 409A. (B) For this purpose separation from service shall be defined as it is defined in the regulations under section 409A. (C) To the extent that 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the Executive covenants not rules of section 409A. Neither the Employer nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to assert any Participant or pursue any other remediesperson for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section. (ii) Any payment not made to You when due hereunder shall thereafter, until paid in full, bear interest at law or in equitythe rate of interest equal to the reference rate announced from time to time by U.S. Bank National Association, plus two percent, with respect such interest to be paid to You upon demand or monthly in the absence of a demand. (iii) You shall not be required to mitigate the amount of any termination of the Appointmentpayment provided for in this Section 3 by seeking other employment or otherwise. The Company and the Executive acknowledge and agree that there is no duty amount of the Executive to mitigate damages under any payment or benefit provided in this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Section 3 shall not be paid without regard to whether the Executive has taken or takes actions to mitigate damagesreduced by any compensation earned by You as a result of any employment by another employer.

Benefits Upon Termination. (a) If this Agreement is terminated for In lieu of any reason by the Company or by severance that may otherwise be payable to the Executive (in such a casepursuant to any policies of the Company, whether existing on the date on which hereof or in effect from time to time hereafter, in the Executive’s employment by event that the Company terminates is referred the Executive's employment pursuant to as the “Severance Date”)a Without Cause Termination, the Company shall have no further obligation continue to make or provide pay the Executive's Base Salary for a period (the "Severance Period") equal to the Executivelonger of (A) the remainder of the Term, and the Executive shall have no further right to receive or obtain (B) one year from the Companyeffective date of such termination. The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment. No other payments shall be made, any payments or benefits or compensation or damages provided, by the Company under this Agreement except as follows:otherwise required by law or the Company's benefit plans. (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (iib) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by that the Company terminates the Executive's employment pursuant to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationPermanent Disability, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution any earned but unpaid Base Salary as of the documents in accordance with clause 12.5(b). (b) Notwithstanding date of termination of employment. No other payments shall be made, or benefits provided, by the foregoing provisions of Company under this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to Agreement except as otherwise required by law or the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)'s benefit plans. (c) The Executive agrees In the event that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance Company terminates the Executive's employment pursuant to a Termination for Cause or the Executive terminates his employment with the terms Company (including, without limitation, pursuant to any retirement), the Company shall pay the Executive any earned but unpaid Base Salary as of such award the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to the extent required by law or the Company's benefit plans. (d) In the event that the Executive's employment hereunder is terminated due to the Executive's death, the Company shall pay the Executive's executor or other legal representative (the "Representative") any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by law or the Company's benefit plans. (e) Any payments to be made or benefits to be provided by the Company pursuant to this Section 6 (other than in connection with the termination event of the Executive’s Appointment's death or Permanent Disability) shall constitute are subject to the exclusive receipt by the Company of an effective general release and sole remedy for agreement not to sue, in a form reasonably satisfactory to the Company and txx Executive (the "Release") pursuant to which the Executive agrees (i) to release all claims against the Company and certain related parties (excluding claims for (x) indemnification under the Company's Certificate of Incorporation or by-laws or (y) any severance benefits payable hereunder), (ii) not to maintain any action, suit, claim or proceeding against the Company, its subsidiaries and affiliates and certain related parties, and (iii) to be bound by certain confidentiality and mutual non-disparagement covenants specified therein. Notwithstanding the due date of any post-employment payment, the Company shall not be obligated to make any payments under this Section 6 until after the expiration of any revocation period applicable to the Release. (f) The Executive shall not be required to mitigate the severance payments to be made to him hereunder and if the Executive covenants not obtains other employment while receiving severance payments hereunder he shall continue to assert or pursue any other remedies, at law or in equity, with respect be entitled to any termination the benefits of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason (as such terms are defined in Section 5.5), the Company shall, subject to the following provisions of this Section 5.3 and the provisions of Section 5.4, pay (in addition to the Accrued Obligations) the Executive shall be automatically accelerated so that such award shall be vested in full as of the following severance benefits (the “Severance Date; andBenefits”): (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive in one lump suman amount, subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of: (the “Severance Benefit”), subject to x) one times the Executive’s execution Base Salary at the annual rate in effect on the Severance Date, plus (y) a pro-rated amount of the documents Executive’s Incentive Bonus for the year in accordance with clause 12.5(b). (b) Notwithstanding which such Severance Date occurs. For purposes of determining the foregoing provisions pro-rated amount of the Incentive Bonus to be paid pursuant to this clause 12.3(y), if any the applicable performance objectives for the year in which the Severance Date occurs shall be pro-rated to reflect the portion of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred year completed prior to the Severance Date or and the Board shall in good faith determine the amount of the Incentive Bonus that would be paid if the Executive applicable measurement criteria were such short-year objectives (by comparing actual performance for such short year against such pro-rated objectives). A pro-rated amount of such Incentive Bonus amount shall then be paid pursuant to this clause(y). (For purposes of illustration, if the Severance Date occurs half-way through the related fiscal year of the Company, and the Executive’s target Incentive Bonus for such fiscal year was 75% of his Base Salary for that year, and the Board determines that the related performance objectives (as pro-rated) were satisfied at target for such short year based on actual performance for the first half of that year, 37.5% of the target bonus amount (50% of 75%) would be paid.) However, in breach of clauses 14, 15 or 16 (whether prior to the event that the Executive’s Severance Date occurs upon or after the Severance Date) occurrence of both of the following events: (x1) the Executive shall not be entitled to claim any compensation or damages for or occurrence of a Change in respect Control Event (as defined below) of or by reason of such termination the Company and (y2) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(iiBankruptcy Effective Date (as such term is defined below). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive , and the Executive covenants not is entitled to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.benefits pursuant

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred Employers shall be terminated within twenty four (24) months subsequent to a Change in Control by (i) the Employers other than for Cause, Disability, Retirement or as a result of the “Severance Date”)Executive’s death, or (ii) the Company shall have no further obligation Executive for Good Reason, then the Employers shall, subject to make or provide the provisions of Section 3(d) and 4 hereof, if applicable: (a) pay to the Executive, in a lump sum as of the Date of Termination, a cash amount equal to two (2) times the Executive’s Annual Compensation, (b) maintain and provide for a period ending at the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: earlier of (i) The Company shall pay twenty-four (24) months after the Date of Termination or (ii) the date of the Executive’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (orb)), in at no premium cost to the event of his deathExecutive, the Executive’s estatecontinued participation in all group insurance, life insurance, health and accident and disability insurance coverage offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination, subject to subparagraphs (1), (2) his Accrued Obligationsand (3) below; (ii1) In in the event that the Executive's participation in any plan, program or arrangement as provided in subparagraph (b) of this Section 3 is barred or would trigger the payment of an Involuntary excise tax under Section 4980D of the Code, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, then the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination, each outstanding option, restricted stock award except that subparagraph (2) below shall be applicable if the alternative benefits would still trigger the payment of an excise tax under Section 4980D of the Code, (2) in the event that the continuation of any insurance coverage pursuant to Section 3(b)(1) above would trigger the payment of an excise tax under Section 4980D of the Code or other stock-based award granted in the event such continued coverage is unable to be provided by the Company Employers, then in lieu of providing such coverage, the Employers shall pay to the Executive shall be automatically accelerated so that such award shall be vested in full as within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the Severance Date; benefits if later) a lump sum cash amount equal to the projected cost to the Employers of providing such coverage to the Executive, with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year, and (iii3) In any insurance premiums payable by the event of a Change of Control Termination, the Company Employers or any successors pursuant to Section 3(b) or (b)(1) shall pay be payable at such times and in such amounts as if the Executive in one lump sum, subject to tax withholding and other authorized deductions, was still an amount equal to US$5 million employee of the Employers (with the “Severance Benefit”Employers paying any employee portion of the premiums), subject to any increases in such amounts imposed by the Executive’s execution insurance company or COBRA, and the amount of insurance premiums required to be paid by the documents Employers in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive taxable year shall not affect the amount of insurance premiums required to be entitled to claim paid by the Employers in any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)other taxable year. (c) The pay to the Executive, in a lump sum within ten (10) business days after the Date of Termination, a cash amount equal to the projected cost to the Employers of providing benefits to the Executive agrees for a period of twenty-four (24) months pursuant to any other employee benefit plan, program or arrangement offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than cash bonus plans, retirement plans or stock compensation plans of the Employers), with the projected cost to the Employers to be based on the costs incurred for the year in which the Date of Termination occurs as determined on an annualized basis and with any automobile-related costs to exclude any depreciation on bank-owned automobiles. (d) Notwithstanding any other provision contained in this Agreement, if either (i) the time period for making any cash payment under Section 3 commences in one calendar year and ends in the succeeding calendar year or (ii) in the event any payment under this Section 3 is made contingent upon the execution of a general release and the time period that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with Executive has to consider the terms of such award general release (including any revocation period under such release) commences in connection with one calendar year and ends in the termination of succeeding calendar year, then the Executive’s Appointment) payment shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether until the Executive has taken or takes actions to mitigate damagessucceeding calendar year.

Benefits Upon Termination. (a) If this Agreement is terminated for In lieu of any reason by the Company or by severance that may otherwise be payable to the Executive (in such a casepursuant to any policies of the Company, whether existing on the date on which hereof or in effect from time to time hereafter, in the Executive’s employment by event that the Company terminates is referred the Executive's employment pursuant to as the “Severance Date”)a Termination Without Cause, the Company shall have no further obligation continue to make or provide to pay the Executive, and 's Base Salary for a period (the Executive shall have no further right to receive or obtain "Severance Period") equal two years from the Companyeffective date of such termination. The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment. No other payments shall be made, any payments or benefits or compensation or damages provided, by the Company under this Agreement except as follows:otherwise required by law or the Company's benefit plans. (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (iib) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by that the Company terminates the Executive's employment pursuant to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationPermanent Disability, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution any earned but unpaid Base Salary as of the documents in accordance with clause 12.5(b). (b) Notwithstanding date of termination of employment. No other payments shall be made, or benefits provided, by the foregoing provisions of Company under this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to Agreement except as otherwise required by law or the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)'s benefit plans. (c) The Executive agrees In the event that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance Company terminates the Executive's employment pursuant to a Termination for Cause or the Executive terminates his/her employment with the terms Company for any reason (including, without limitation, pursuant to any retirement), the Company shall pay the Executive any earned but unpaid Base Salary as of such award the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to the extent required by law or the Company's benefit plans. (d) In the event that the Executive's employment hereunder is terminated due to the Executive's death, the Company shall pay the Executive's executor or other legal representative (the "Representative") any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by law or the Company's benefit plans. (e) Any payments to be made or benefits to be provided by the Company pursuant to this Section 6 (other than in connection with the termination event of the Executive’s Appointment's death or Permanent Disability) are subject to the receipt by the Company of an effective general release and agreement not to sue, in form and substance reasonably satisfactory to the Compaxx (the "Release") pursuant to which the Executive agrees (i) to release all claims against the Company and certain related parties (excluding claims for (x) indemnification under the Company's Certificate of Incorporation or by-laws or (y) any severance benefits arising out of this Agreement or otherwise), (ii) not to maintain any action, suit, claim or proceeding against the Company, its subsidiaries and affiliates and certain related parties, and (iii) to be bound by certain confidentiality and mutual non-disparagement covenants specified therein. Notwithstanding the due date of any post-employment payment, the Company shall constitute not be obligated to make any payments under this Section 6 until after the exclusive expiration of any revocation period applicable to the Release. (f) The Executive shall not be required to mitigate the severance payments to be made to him hereunder and sole remedy if the Executive obtains other employment while receiving severance payments hereunder he shall continue to be entitled to the benefits of this Agreement. (g) Notwithstanding anything else herein to the contrary in this Section 5 or otherwise, distributions to be made to Executive may be delayed for up to 6 months in order to avoid adverse tax implications to Executive, the Company or other similarly situated employees under Section 409A of the Internal Revenue Code of 1986 (the "Code"). At the end of such period of delay, you will be paid the delayed payment amounts, plus interest for the Executive and the Executive covenants not to assert or pursue period of any other remedies, at law or in equity, with respect to any termination such delay. For purposes of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 preceding sentence, interest shall be paid without regard to whether calculated using the Executive has taken or takes actions to mitigate damagessix (6) month Treasury Bill rate in effect on the date on which the payment is delayed, anx xxall be compounded daily.

Benefits Upon Termination. (a) If the Executive’s employment by the Bank shall be terminated subsequent to a Change in Control and during the term of this Agreement is terminated by (i) the Bank for any reason by other than Cause, or (ii) the Company Executive for Good Reason, then the Bank shall: (1) pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to: (i) two (2) times the Executive’s base salary in effect as of the Date of Termination, (ii) the highest level of cash incentive compensation earned by the Executive from the Bank in any one of the three calendar years immediately preceding the year in which the termination occurs, and (iii) payable by lump sum within ten (10) business days of the Date of Termination. (2) cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s termination, with the Executive responsible for his share of employee premiums, for twenty-four (24) months. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a casecash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so Bank determines that such award shall insurance coverage (or the remainder of such insurance coverage) cannot be vested in full as of provided for the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b)foregoing reasons. (b) Notwithstanding In no event shall the foregoing provisions payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of this clause 12.3the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if any necessary, to an amount the value of the events set forth in clause 12.1(b), which give rise is one dollar ($1.00) less than an amount equal to the Companythree (3) times Executive’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award “base amount,” as determined in accordance with the terms of such award in connection with the termination Section 280G of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the AppointmentCode. The Company and reduction required among the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under Termination Benefits provided by this Agreement. All amounts paid Section 3 shall be applied to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagescash severance benefits otherwise payable under Section 3(a) hereof.

Benefits Upon Termination. (a) If this Agreement is terminated for In lieu of any reason by the Company or by severance that may otherwise be payable to the Executive (in such a casepursuant to any policies of the Company, whether existing on the date on which hereof or in effect from time to time hereafter, in the Executive’s employment by event that the Company terminates is referred the Executive's employment pursuant to as the “Severance Date”)a Without Cause Termination, the Company shall have no further obligation continue to make or provide pay the Executive's Base Salary for a period (the "Severance Period") equal to the Executivelonger of (A) the remainder of the Term, and the Executive shall have no further right to receive or obtain (B) one year from the Companyeffective date of such termination. The Executive also shall be entitled to any earned but unpaid Base Salary as of the effective date of termination of employment. No other payments shall be made, any payments or benefits or compensation or damages provided, by the Company under this Agreement except as follows:otherwise required by law or the Company's benefit plans. (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (iib) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by that the Company terminates the Executive's employment pursuant to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationPermanent Disability, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution any earned but unpaid Base Salary as of the documents in accordance with clause 12.5(b). (b) Notwithstanding date of termination of employment. No other payments shall be made, or benefits provided, by the foregoing provisions of Company under this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to Agreement except as otherwise required by law or the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)'s benefit plans. (c) The Executive agrees In the event that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance Company terminates the Executive's employment pursuant to a Termination for Cause or the Executive terminates his employment with the terms Company (including, without limitation, pursuant to any retirement), the Company shall pay the Executive any earned but unpaid Base Salary as of such award the date of termination of employment. No other payments shall be made, or benefits provided, by the Company under this Agreement or otherwise except to the extent required by law or the Company's benefit plans. (d) In the event that the Executive's employment hereunder is terminated due to the Executive's death, the Company shall pay the Executive's executor or other legal representative (the "Representative") any earned but unpaid Base Salary as of the date of termination of employment. No other payments shall be made, or benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by law or the Company's benefit plans. (e) Any payments to be made or benefits to be provided by the Company pursuant to this Section 6 (other than in connection with the termination event of the Executive’s Appointment's death or Permanent Disability) shall constitute are subject to the exclusive receipt by the Company of an effective general release and sole remedy for the Executive and the Executive covenants agreement not to assert or pursue any other remediessue, at law or in equity, with respect a form reasonably satisfactory to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of Execuxxxe (the "Release") pursuant to which the Executive agrees (i) to release all claims against the Company and certain related parties (excluding claims for (x) indemnification under the Company's Certificate of Incorporation or by-laws or (y) any severance benefits payable hereunder), (ii) not to maintain any action, suit, claim or proceeding against the Company, its subsidiaries and affiliates and certain related parties, and (iii) to be bound by certain confidentiality and mutual non-disparagement covenants specified therein. Notwithstanding the due date of any post-employment payment, the Company shall not be obligated to make any payments under this Section 6 until after the expiration of any revocation period applicable to the Release. (f) The Executive shall not be required to mitigate damages under the severance payments to be made to him hereunder and if the Executive obtains other employment while receiving severance payments hereunder he shall continue to be entitled to the benefits of this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

Benefits Upon Termination. (aA) If the Executive is terminated by the Company for any reason other than for cause, performance reasons, retirement, total disability or death, or if this Agreement is not renewed by the Company, pursuant to Section 2.A., the Executive shall be entitled certain benefits. The benefits shall consist of (i) salary continuation at the salary the Executive was receiving at the time of termination and (ii) the Executive's continued participation in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination on the same basis as the Executive had participated as an employee. The salary continuation and continued participation in any health and welfare benefit plan shall be for twelve (12) months. B) However, if the Executive is terminated for any reason by the Company or within twelve (12) months of a Change of Control as defined in this Agreement, the Executive shall be entitled to an additional twelve (12) months of salary continuation and continued participation in any health and welfare benefit plan for a total of twenty-four (24) months salary continuation and participation in the health and welfare benefit plan. C) Termination by the Executive (in such a case, the date on which the Executive’s of his employment by the Company terminates is referred to as the “Severance Date”), the Company for "good reason" shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as followsmean termination based on: (i) The Company shall pay subsequent to a Change in Control of the Company, and without the Executive's express written consent, the assignment to Executive of any duties inconsistent with those duties prior to a Change in Control, or a change in the Executive's reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control, or any removal of the Executive (orfrom, in the event of his death, or any failure to re-elect the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b)such positions, which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award except in connection with the termination of the Executive’s Appointment) shall constitute 's employment for Cause, Disability or Retirement or as a result of the exclusive and sole remedy for Executive's death or by the Executive and other than for good reason; (ii) subsequent to a Change in Control of the Company, a reduction by the Company in the Executive's base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) subsequent to a Change in Control of the Company, a failure by the Company to continue any bonus plans in which the Executive covenants not is presently entitled to assert participate (the "Bonus Plans") as the same may be modified from time to time but substantially in the form currently in effect, or pursue a failure by the Company to continue the Executive as a participant in the Bonus Plans on at least the same basis as the Executive presently participates in accordance with the Bonus Plans; (iv) subsequent to a Change in Control of the Company and without the Executive's express written consent, the Company's requiring the Executive to be based anywhere other than within fifty (50) miles of the Executive's present office location, except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations; (v) subsequent to a Change in Control of the Company, the failure by the Company to continue in effect any other remediesbenefit or compensation plan, stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health-and-accident plan or disability plan in which the Executive is participating at law the time of a Change in Control of the Company (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive's participation in equityor materially reduce the Executive's benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with respect the number of paid vacation days to which the Executive is then entitled in accordance with the Company's normal vacation policy in effect on the date hereof; (vi) subsequent to a Change in Control of the Company, the failure by the Company to obtain the assumption of this Agreement by any successor; or (vii) subsequent to a Change in Control of the Company, any purported termination of the Appointment. The Company and Executive's employment which is not effected pursuant to the Executive acknowledge and agree that there is no duty terms of the Executive to mitigate damages under this Agreement. All amounts paid No such purported termination shall be effective. D) If the Executive terminates his employment for a "good reason," the Executive shall be entitled to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagessame benefits as provided in paragraph B of this section.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment with the Company is terminated for any reason by the Company or by the Executive for any reason (in such a any case, the date on which that the Executive’s employment by with the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 2); (iib) In If the event Executive’s employment with the Company terminates as a result of an Involuntary TerminationTermination (as such term is defined in Section 2), each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (i) one and one-half (1.5) times the Executive’s base salary at the annualized rate in effect on the Severance Date, plus (ii) the greater of the average of the Executive’s annual bonuses for the three years preceding the year in which the Severance Date occurs or thirty percent (30%) of the Executive’s base salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 17(b), subject the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of eighteen (18) consecutive months, with the first such installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s execution of the documents Separation from Service (as such term is defined in accordance with clause 12.5(bSection 2). (bii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage under the group medical program available to the Company’s employees generally for the Executive (and, if applicable, the Executive’s spouse and eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 17(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth (18th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Company’s obligation to pay or reimburse for premiums pursuant to this clause does not apply to: (i) any coverage that the Company (or one of its affiliates) is not required to offer the Executive pursuant to COBRA; (ii) dental, vision, or other non-medical coverage; and (iii) to any executive-level (or similar) coverage that is not available to the Company’s employees generally. (iii) The Company will pay or reimburse the Executive for premiums charged to continue life insurance coverage for the Executive, to the extent such coverage was in effect and paid for by the Company on the Severance Date, for a period of eighteen (18) months following the Severance Date. (iv) Any stock options or equity or equity-related compensation or grants (to the extent outstanding and not otherwise vested as of the Severance Date) shall become fully exercisable and vested immediately prior to such termination (with the vesting of any grants that include performance-based vesting criteria to be determined as if all performance conditions under the award were met in full on the Severance Date). Except as provided in this Section 1.1(b)(iv), the effect of a termination of the Executive’s employment on the Executive’s equity-based awards (including any limited period to exercise any stock options) shall be determined under the terms of the applicable award agreement. (c) Notwithstanding the foregoing provisions of this clause 12.3Section 1.1, if the Executive breaches any of his obligations under his Employee Invention and Proprietary Information Agreement (or any similar or successor agreement) with the events set forth Company (the “Proprietary Information Agreement”) or the Release (defined below) at any time, from and after the date of such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or provide any of the other payments or benefits prescribed by clause 12.3(a)(iiset forth in Section 1.1(b); provided that, if the Executive provides the Release, in no event shall the Executive be entitled to benefits pursuant to Section 1.1(b) of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Release. (cd) The Executive agrees that foregoing provisions of this Section 1.1 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, upon change of control event (section5.5d), or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company terminates as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of (x) twenty-four (24) months of Executive’s Base Salary at the monthly rate in effect on the Severance Date, plus (y) two (2) times the Executive’s Target Bonus for the fiscal year of the Company in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in a lump sum or, at the option of the Executive, in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelve month (12th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s execution of the documents in accordance with clause 12.5(bexecutives generally). (biv) As to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for Twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date. (c) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amount by Section 5.3(b)(iii). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits prescribed pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by clause 12.3(a)(ii)Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for At any reason by the Company or by the Executive (in such a case, the date on which time after the Executive’s employment by the Company terminates is referred to as the “Severance Date”)'s Termination, the Company shall have no further obligation be required to make or provide the following benefits to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay to the Executive concurrently with the Termination Date and subject to the terms of the Release attached as Exhibit A, a cash lump sum payment of the annual salary of Executive on the Termination Date, but in no event less than 270,000.00$270,000; and (orb) In addition to the cash benefits payable pursuant to Section 2(a) hereof, all Phantom Units (as defined in the event Restricted Unit Plan) and similar awards granted to Executive by the Company shall immediately vest on the Termination Date, notwithstanding any existing vesting schedule or other terms set forth in any plan or agreement governing the term of his death, the Executive’s estate) his Accrued Obligations;such restricted stock awards and similar awards. (iic) In the event the Executive elects to continue medical and/or dental coverage under COBRA, the Company will pay the required premiums for a period of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted six months. (d) Any incentive compensation due in accordance with any Incentive Compensation Plan then in effect. (e) The Company shall make any payment required to be made under this Agreement in cash and on demand. Any payment required to be paid by the Company under this Agreement which is not paid within five days of receipt by the Company of Executive's demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at the highest nonusurious rate per annum allowed by applicable law from the date such payment becomes delinquent to the Executive shall be automatically accelerated so that date of payment of such award shall be vested in full as of the Severance Date; anddelinquent sum. (iiif) In the event that there is any change to the Code which results in the recodification of a Change Section 280G (Excess Parachute Payments) or Section 4999 of Control Terminationthe Code, or in the Company shall pay event that either such section of the Executive in one lump sumCode is amended, subject to tax withholding and replaced or supplemented by other authorized deductions, an amount equal to US$5 million provisions of the Code of similar import (the “Severance Benefit”"Successor Provisions"), subject then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the Executive’s execution intent of the documents parties as expressed herein, which is to assure that Executive is in accordance with clause 12.5(b)the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 or any Successor Provisions had not been imposed. (bg) Notwithstanding As a condition to Executive receiving severance compensation, the foregoing provisions of this clause 12.3, if any of employee will execute a severance and release agreement in the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 form attached hereto as Exhibit A. (whether prior to or after the Severance Dateh) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy benefits of this Agreement if Terminated for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesCause as defined herein.

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred Employers shall be terminated subsequent to as a Change in Control by (i) the “Severance Date”)Employers for other than Cause, Disability, Retirement or the Company shall have no further obligation Executive’s death, or (ii) the Executive for Good Reason, then the Employers shall, subject to make or provide the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum within five business days following the Date of Termination, a cash severance amount equal to two (2) times the Executive’s Annual Compensation; (b) maintain and provide for a period ending at the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: earlier of (i) The Company shall pay the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (orb)), in at no cost to the event of his deathExecutive, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Terminationcontinued participation in all group insurance, each outstanding optionlife insurance, restricted stock award or other stock-based award granted health and accident insurance, and disability insurance offered by the Company Employers in which the Executive was participating immediately prior to the Executive Date of Termination; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 2(b) shall be automatically accelerated so payable at such times and in such amounts (except that the Employers shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Employers, subject to any increases in such award amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be vested paid by the Employers in full any other taxable year; and provided further that if the Executive’s participation in any group insurance plan is barred, the Employers shall either arrange to provide the Executive with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Employers as of the Severance DateDate of Termination; and (iiic) In pay to the event Executive, in a lump sum within five business days following the Date of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an a cash amount equal to US$5 million (the “Severance Benefit”), subject projected cost to the Executive’s execution Employers of providing benefits to the Executive for the expiration of the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions remaining term of this clause 12.3, if any Agreement as of the events set forth Date Termination pursuant to any other employee benefit plans, programs or arrangements offered by the Employers in clause 12.1(b), which give rise the Executive was entitled to the Company’s option to terminate this Agreement, shall have occurred participate immediately prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 Termination (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and excluding (y) stock benefit plans of the Executive shall no longer be entitled Employers and (z) cash incentive compensation included in Annual Compensation), with the projected cost to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that Employers to be based on the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy costs incurred for the Executive calendar year immediately preceding the year in which the Date of Termination occurs and the Executive covenants not with any automobile-related costs to assert or pursue exclude any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesdepreciation on Bank-owned automobiles.

Benefits Upon Termination. (aA) If the Executive is terminated by the Company for any reason other than for cause, performance reasons, retirement, total disability or death, or if this Agreement is not renewed by the Company, pursuant to Section 2.A., the Executive shall be entitled certain benefits. The benefits shall consist of (i) salary continuation at the salary the Executive was receiving at the time of termination and (ii) the Executive’s continued participation in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination on the same basis as the Executive had participated as an employee. The salary continuation and continued participation in any health and welfare benefit plan shall be for twelve (12) months. B) However, if the Executive is terminated for any reason by the Company or within twelve (12) months of a Change of Control as defined in this Agreement, the Executive shall be entitled to an additional twelve (12) months of salary continuation and continued participation in any health and welfare benefit plan for a total of twenty-four (24) months salary continuation and participation in the health and welfare benefit plan. C) Termination by the Executive (in such a case, the date on which the Executive’s of his employment by the Company terminates is referred to as the for “Severance Date”), the Company good reason” shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as followsmean termination based on: (i) The Company shall pay subsequent to a Change in Control of the Executive (orCompany, in the event of his death, and without the Executive’s estate) his Accrued Obligations; (ii) In express written consent, the event assignment to Executive of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company any duties inconsistent with those duties prior to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Terminationin Control, the Company shall pay the Executive or a change in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control, or any removal of the documents in accordance with clause 12.5(b). (b) Notwithstanding Executive from, or any failure to re-elect the foregoing provisions of this clause 12.3Executive, if to any of the events set forth in clause 12.1(b)such positions, which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award except in connection with the termination of the Executive’s Appointment) shall constitute employment for Cause, Disability or Retirement or as a result of the exclusive and sole remedy for Executive’s death or by the Executive and other than for good reason; (ii) subsequent to a Change in Control of the Company, a reduction by the Company in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) subsequent to a Change in Control of the Company, a failure by the Company to continue any bonus plans in which the Executive covenants not is presently entitled to assert participate (the “Bonus Plans”) as the same may be modified from time to time but substantially in the form currently in effect, or pursue a failure by the Company to continue the Executive as a participant in the Bonus Plans on at least the same basis as the Executive presently participates in accordance with the Bonus Plans; (iv) subsequent to a Change in Control of the Company and without the Executive’s express written consent, the Company’s requiring the Executive to be based anywhere other than within fifty (50) miles of the Executive’s present office location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations; (v) subsequent to a Change in Control of the Company, the failure by the Company to continue in effect any other remediesbenefit or compensation plan, stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health-and-accident plan or disability plan in which the Executive is participating at law the time of a Change in Control of the Company (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive’s participation in equityor materially reduce the Executive’s benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with respect the number of paid vacation days to which the Executive is then entitled in accordance with the Company’s normal vacation policy in effect on the date hereof; (vi) subsequent to a Change in Control of the Company, the failure by the Company to obtain the assumption of this Agreement by any successor; or (vii) subsequent to a Change in Control of the Company, any purported termination of the AppointmentExecutive’s employment which is not effected pursuant to the terms of this Agreement. The Company and No such purported termination shall be effective. D) If the Executive acknowledge and agree that there is no duty terminates his employment for a “good reason,” the Executive shall be entitled to the same benefits as provided in paragraph B of this section. E) Upon a Change of Control, notwithstanding any other agreement, all stock, restricted stock, stock options or restricted stock options of the Executive shall become fully vested to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages100%.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his her death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason (as such terms are defined in Section 5.5), the Company shall, subject to the following provisions of this Section 5.3 and the provisions of Section 5.4, pay (in addition to the Accrued Obligations) the Executive shall be automatically accelerated so that such award shall be vested in full as of the following severance benefits (the “Severance Date; andBenefits”): (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive in one lump sumExecutive, subject to Section 21, an amount, subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of: (the “Severance Benefit”), subject to x) one times the Executive’s execution Base Salary at the annual rate in effect on the Severance Date, plus (y) a pro-rated amount of the documents Executive’s Incentive Bonus for the year in accordance with clause 12.5(b). (b) Notwithstanding which such Severance Date occurs. For purposes of determining the foregoing provisions pro-rated amount of the Incentive Bonus to be paid pursuant to this clause 12.3(y), if any the applicable performance objectives for the year in which the Severance Date occurs shall be pro-rated to reflect the portion of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred year completed prior to the Severance Date or and the Board shall in good faith determine the amount of the Incentive Bonus that would be paid if the Executive applicable measurement criteria were such short-year objectives (by comparing actual performance for such short year against such pro-rated objectives). A pro-rated amount of such Incentive Bonus amount shall then be in breach paid pursuant to this clause (y). (For purposes of clauses 14illustration, 15 or 16 (whether prior to or after if the Severance Date) (x) Date occurs half-way through the Executive shall not be entitled to claim any compensation or damages for or in respect related fiscal year of or by reason of such termination the Company, and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointmenttarget Incentive Bonus for such fiscal year was 75% of her Base Salary for that year, and the Board determines that the related performance objectives (as pro-rated) shall constitute the exclusive and sole remedy were satisfied at target for such short year based on actual performance for the Executive and the Executive covenants not to assert or pursue any other remediesfirst half of that year, at law or in equity, with respect to any termination 37.5% of the Appointment. The Company and the Executive acknowledge and agree that there is no duty target bonus amount (50% of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall 75%) would be paid without regard to whether the Executive has taken or takes actions to mitigate damagespaid.)

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason (as such terms are defined in Section 5.5), the Company shall, subject to the following provisions of this Section 5.3 and the provisions of Section 5.4, pay (in addition to the Accrued Obligations) the Executive shall be automatically accelerated so that such award shall be vested in full as of the following severance benefits (the “Severance Date; andBenefits”): (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive in one lump suman amount, subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of: (x) one times the Executive’s Base Salary at the annual rate in effect on the Severance Date, plus (y) a pro-rated amount of the Executive’s Incentive Bonus for the year in which such Severance Date occurs. For purposes of determining the pro-rated amount of the Incentive Bonus to be paid pursuant to this clause (y), the applicable performance objectives for the year in which the Severance Date occurs shall be pro-rated to reflect the portion of the year completed prior to the Severance Date and the Board shall in good faith determine the amount of the Incentive Bonus that would be paid if the applicable measurement criteria were such short-year objectives (by comparing actual performance for such short year against such pro-rated objectives). A pro-rated amount of such Incentive Bonus amount shall then be paid pursuant to this clause(y). (For purposes of illustration, if the Severance Date occurs half-way through the related fiscal year of the Company, and the Executive’s target Incentive Bonus for such fiscal year was 75% of his Base Salary for that year, and the Board determines that the related performance objectives (as pro-rated) were satisfied at target for such short year based on actual performance for the first half of that year, 37.5% of the target bonus amount (50% of 75%) would be paid.) However, in the event that the Executive’s Severance Date occurs upon or after the occurrence of both of the following events: (1) the occurrence of a Change in Control Event (as defined below) of the Company and (2) the Bankruptcy Effective Date (as such term is defined below), and the Executive is entitled to benefits pursuant to this Section 5.3(b), then the amount paid pursuant to clause (i)(x) shall equal one and one-half (1.5) times the Executive’s Base Salary at the annual rate in effect on the Severance Date (as opposed to, and not in addition to, the amount otherwise provided in clause (i)(x)). For purposes of this Agreement, “Bankruptcy Effective Date” means the effective date of the Company’s plan of reorganization as approved by the Bankruptcy Court in the Bankruptcy Case proceedings. In the event that the Executive’s Severance BenefitDate occurs upon or after the occurrence of all of the following events: (1) the occurrence of a Change in Control Event of the Company, (2) the Bankruptcy Effective Date, and (3) the first anniversary of the Effective Date, and the Executive is entitled to benefits pursuant to this Section 5.3(b), then the amount otherwise payable pursuant to this clause (i) (as determined pursuant to the preceding paragraphs of this clause (i)) shall be increased by one and one-half (1.5) times the Executive’s target Incentive Bonus for the year in which such Severance Date occurs. Subject to Section 21, the severance benefit determined pursuant to this clause (i) shall be paid by the Company in a single lump sum not later than thirty (30) days after the Executive’s Severance Date (or, if the terms of the release referred to in Section 5.4(a) are communicated to the Executive after the Severance Date, not later than thirty (30) days after the communication of such terms to the Executive); provided, that the payment of the severance benefits described in this Section 5.3(b) shall be conditioned on the Executive’s giving (and not having revoked) the release referred to in Section 5.4(a); and further provided, that in no event shall the severance benefit described in this Section 5.3(b)(i) be paid, if at all, later than by the later of (i) the fifteenth day of the third month following the close of the calendar year in which the Executive’s separation from service occurs, or (ii) the fifteenth day of the third month following the close of the Company’s taxable year in which the Executive’s separation from service occurs. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), subject at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall cease upon the first to occur of (a) the first anniversary of the Severance Date; (b) the Executive’s death; (c) the date the Executive becomes eligible for coverage under the health plan of a future employer; or (d) the date the Company or its affiliates ceases to offer any group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive’s execution of the documents in accordance with clause 12.5(b). (biii) The stock options granted to the Executive pursuant to Section 3.4 and any additional stock options or equity or equity-related compensation or grants that vest based on the passage of time and continued performance of services (to the extent outstanding and not otherwise vested as of the Severance Date, and exclusive of any grants that include performance-based vesting criteria) shall become fully vested immediately prior to such termination. Except as provided in this Section 5.3(b)(iii), the effect of a termination of the Executive’s employment on the Executive’s stock options (including any limited period to exercise such options) shall be determined under the terms of the award agreement evidencing such option. (iv) Company shall reimburse Executive for amounts, not in excess of Thirty-Six Thousand Dollars ($36,000.00) in the aggregate taking into account all such expenses previously reimbursed, expended by Executive for executive outplacement services from a provider of his choice. Such submitted expenses shall be reimbursed by the Company within thirty (30) days after submission by the Executive of such expenses for reimbursement; provided, that no such reimbursement shall be paid later than December 31 of the second calendar year following the Severance Date. Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be materially breaches any of his obligations under the Confidentiality Agreement or under the Non-Competition Agreement (as defined in breach of clauses 14Section 6) at any time, 15 or 16 (whether prior to or from and after the Severance Date) (x) date of such breach, the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefits (and, without limiting the generality of the foregoing, any reimbursement obligation pursuant to clause (iii) or (iv) above shall terminate). The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits prescribed by clause 12.3(a)(ii). otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (cii) The Executive agrees that the payments contemplated by this clause 12.3 Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates Corporation is referred to as terminated during the “Severance Date”)Term for any reason by the Corporation or by the Executive, or upon or following the expiration of the Term, the Company Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits or compensation or damages except as followsexcept: (ia) The Company the Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; Obligations (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that as such award shall be vested in full as of the Severance Dateterm is defined below); and (iiib) In if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated either by the Corporation or the Executive due to the death or Disability of the Executive, by the Corporation other than for Cause (as such term is defined below), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive (or, in the event of a Change of Control Terminationthe Executive’s death, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount Executive’s estate) a severance benefit equal to US$5 million three months of Base Salary. Subject to the conditions set forth in the following paragraph, the aggregate amount of such severance benefit shall be paid in a series of twelve (12) substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the “Severance Benefit”), aggregate amount of the severance benefit) commencing with the month following the month in which the Executive’s employment by the Corporation terminates and continuing for the following eleven months until paid in full (subject to the Executive’s execution of compliance with the documents in accordance with clause 12.5(b). (b) Notwithstanding following paragraph and the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(bSection 6), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii).; and (c) if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated by the Corporation without Cause (and, in each case, other than due to either (1) the Executive’s death, or (2) a good faith determination by the Board that the Executive has a Disability), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive a one-time lump sum amount equal to three months of Base Salary. As a condition precedent to any Corporation obligation to the Executive pursuant to Section 7.2(b) or (c) above, the Executive (or, in the event of his death, the Executive’s estate on behalf of the Executive) shall, upon or promptly following his last day of employment with the Corporation, provide the Corporation with a valid, executed, written Release (as such term is defined below) (in a form provided by the Corporation) and such release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Corporation shall have no obligation to make any payment to the Executive pursuant to Section 7.2(b) or (c) above unless and until the Release contemplated by this paragraph becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) Section 7.2 shall constitute the exclusive and sole remedy for the Executive any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointmentemployment. The Company Corporation and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Section 7.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The foregoing provisions of this Section 7.2 shall not affect any rights that the Executive may have under and with respect to a stock option or restricted stock award, to the extent that such award was granted before the date that the Executive’s employment by the Corporation terminates and to the extent expressly provided in the written agreement evidencing such award.

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates Corporation is referred to as terminated during the “Severance Date”)Term for any reason by the Corporation or by the Executive, or upon or following the expiration of the Term, the Company Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits or compensation or damages except as followsexcept: (ia) The Company the Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iiib) In if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated either by the Corporation or the Executive due to the death or Disability of the Executive, by the Corporation other than for Cause (as such term is defined below), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive (or, in the event of a Change of Control Terminationthe Executive’s death, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount Executive’s estate) a severance benefit equal to US$5 million three months of Base Salary. Subject to the conditions set forth in the following paragraph, the aggregate amount of such severance benefit shall be paid in a series of twelve (12) substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the “Severance Benefit”), aggregate amount of the severance benefit) commencing with the month following the month in which the Executive’s employment by the Corporation terminates and continuing for the following eleven months until paid in full (subject to the Executive’s execution of compliance with the documents in accordance with clause 12.5(b). (b) Notwithstanding following paragraph and the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(bSection 6), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii).; and (c) if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated by the Corporation without Cause (and, in each case, other than due to either (1) the Executive’s death, or (2) a good faith determination by the Board that the Executive has a Disability), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive a one-time lump sum amount equal to three (3) months of Base Salary. As a condition precedent to any Corporation obligation to the Executive pursuant to Section 7.2(b) or (c) above, the Executive (or, in the event of his death, the Executive’s estate on behalf of the Executive) shall, upon or promptly following his last day of employment with the Corporation, provide the Corporation with a valid, executed, written Release (as such term is defined below) (in a form provided by the Corporation) and such release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Corporation shall have no obligation to make any payment to the Executive pursuant to Section 7.2(b) or (c) above unless and until the Release contemplated by this paragraph becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) Section 7.2 shall constitute the exclusive and sole remedy for the Executive any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointmentemployment. The Company Corporation and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Section 7.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The foregoing provisions of this Section 7.2 shall not affect any rights that the Executive may have under and with respect to a stock option or restricted stock award, to the extent that such award was granted before the date that the Executive’s employment by the Corporation terminates and to the extent expressly provided in the written agreement evidencing such award.

Benefits Upon Termination. (a) If this Agreement Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by Executive, or upon or following the Executive expiration of the Period of Employment (in such a any case, the date on which the that Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) 1. The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section III.F); (ii) In 2. If, during the event Period of Employment, Executive’s employment with the Company terminates as a result of an Involuntary TerminationTermination or is terminated voluntarily by Executive for Good Reason (both as defined herein), each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iii) In the event of a Change of Control Termination, the a. The Company shall pay Executive (in addition to the Executive in one lump sumAccrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of (i) an amount equal to the “base salary actually paid to Executive for the eighteen month period prior to the Severance Benefit”Date (which amount shall not be less than $750,000), subject (ii) the difference between (x) one hundred fifty percent (150%) of the target Bonus for the fiscal year in which the termination occurs and (y) any amount of the Bonus already received by Executive during the fiscal year in which the termination occurs on account of such fiscal year (e.g., quarterly bonus amounts already paid), and (iii) an amount equal to the actual Bonus paid for the fiscal year prior to the fiscal year in which the termination occurs, pro-rated according to the number of months Executive is employed by the Company during the year in which the termination occurs, including in the numerator the month in which the termination occurs. b. Any Equity Awards outstanding on the Severance Date shall become fully vested and exercisable as of the Severance Date. c. The Company shall continue to make available to Executive, to the extent required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or similar state law, group health insurance coverage. If Executive timely elects continuation of such coverage, the Company will reimburse Executive for the total applicable premium cost paid for medical, dental and vision coverage under COBRA for a period of eighteen (18) months following the Severance Date. Such reimbursement shall be made within thirty (30) days of the premium payment. d. If such termination of employment occurs prior to the First Retention Date (as defined in Section III.G.1), Executive shall be entitled to receive the First Retention Bonus (as defined in Section III.G.1), determined based on the actual achievement of the applicable performance goals through the First Retention Date, pro-rated by multiplying such amount by a fraction, the numerator of which is the number of full months of Executive’s execution employment with the Company prior to the First Retention Date, and the denominator of the documents in accordance with clause 12.5(bwhich is twelve (12). e. If such termination of employment occurs after the First Retention Date, but prior to the Second Retention Date (b) as defined in Section III.G.2), Executive shall be entitled to receive the Second Retention Bonus (as defined in Section III.G.2), determined based on the actual achievement of the applicable performance goals through the Second Retention Date, pro-rated by multiplying such amount by a fraction, the numerator of which is the number of full months of Executive’s employment with the Company after the First Retention Date, and the denominator of which is twelve (12). Notwithstanding the foregoing provisions of this clause 12.3Section III.D, if Executive breaches any obligations pursuant to Section V at any time, and any such breach that is susceptible to cure remains uncured by Executive five (5) days after receiving written notice from the Company of such breach and specifying the purported grounds for such breach, from and after the date of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason lapse of such termination and (y) cure period, or from the date of the breach with respect to an incurable breach, Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid severance benefits otherwise payable pursuant to this Section III.D (other than the additional benefits prescribed by clause 12.3(a)(iiAccrued Obligations). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

Benefits Upon Termination. (a) If Except with respect to a termination by Employer or Xxxxxx in connection with a Change in Control, which termination shall be governed by Section 10.D and Section 10.E of this Agreement Agreement, respectively, if Xxxxxx’x employment by Employer is terminated during the Term for any reason by the Company Employer or by the Executive Xxxxxx (in such a any case, the date on which the Executive’s that Xxxxxx’x employment by the Company Employer terminates is referred to as the “Severance Date”), the Company Employer shall have no further obligation to make or provide to the ExecutiveXxxxxx, and the Executive Xxxxxx shall have no further right to receive or obtain from the CompanyEmployer, any payments or benefits or compensation or damages except as follows: (i) The Company : [1] Employer shall pay Xxxxxx any Accrued Obligations (as hereinafter defined); [2] If, during the Executive Term, Xxxxxx’x employment with Employer terminates as a result of termination by Employer without Cause, Employer shall pay Xxxxxx (or, in addition to the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum), subject to tax withholding and other authorized deductions, an amount equal to US$5 million six (6) months of his Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit”). Subject to Section 11, subject Employer shall pay the Severance Benefit to the Executive’s execution of the documents Xxxxxx in substantially equal installments in accordance with clause 12.5(b). Employer’s standard payroll practices over a period of six (b6) consecutive months, with the first installment payable in the month following the month in which Xxxxxx’x Separation from Service (as defined in Section 10.G) occurs. For any avoidance of doubt and for purposes of clarity, except as set forth in Sections 10.D and E, the termination of Xxxxxx’x employment for any reason other than by Employer without Cause shall only entitle Xxxxxx to the payment of the Accrued Obligations and shall not give rise to the payment of any Severance Benefits pursuant to this Section 10.C[2]. [3] Notwithstanding the foregoing provisions of this clause 12.3Section 10.C, if Xxxxxx materially breaches his obligations under Section 22 or Section 23 of this Agreement at any of the events set forth in clause 12.1(b)time, which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or from and after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason date of such termination breach and (y) the Executive shall not in any way in limitation of any right or remedy otherwise available to Employer, Xxxxxx will no longer be entitled to, and Employer will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that Severance Benefit. In such event, the payments first installment of the Severance Benefit contemplated by Section 10.C[2] shall, in and of itself, constitute good and sufficient consideration for Xxxxxx’x release contemplated by Section 10.F. [4] The foregoing provisions of this clause 12.3 Section 10.C shall not affect: (and any i) Xxxxxx’x receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable acceleration Employer welfare benefit plan; (ii) Xxxxxx’x rights under the Consolidated Omnibus Budget Reconciliation Act of vesting 1985, as amended (“COBRA”); or (iii) Xxxxxx’x receipt of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveEmployer’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated Upon termination of the Executive’s employment for any reason reason, the Corporation shall pay (i) on the Corporation’s first regularly scheduled payroll date following the Separation Date (or earlier if required by applicable law), any Base Salary, PTO, and any other amounts required under applicable law that had accrued or been earned but had not been paid on or before the Company Separation Date; (ii) any accrued but unpaid Incentive Bonus for a performance period ending on or preceding the Separation Date (payable in accordance with Section 3.2), and (iii) within thirty (30) days following the Separation Date, any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive (in such a case, on or before the date on which Separation Date. If the Executive’s employment by the Company terminates Corporation is referred to terminated during the Term by the Corporation for Cause or by the Executive without Good Reason (as the “Severance Date”defined in Section 5.5), then following the Company payment of the foregoing, the Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, Corporation any other payments or benefits or compensation or damages except as follows:benefits. (ib) The Company If, during the Term, the Executive’s employment is terminated by the Corporation (or its successor or assignee) without Cause, or due to the Executive’s death or Disability, or by the Executive with Good Reason (an “Involuntary Termination”), the Corporation shall pay the Executive (or, in the event of his death, or the Executive’s estateestate in the case of death) his Accrued Obligations; (iii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million the Executive’s Base Salary (at the rate in effect on the Separation Date) that the Executive would have received had the Executive remained employed through the 18-month anniversary of the Effective Date (such amount, the “Salary Severance”), plus (ii) reimbursement of COBRA medical continuation premiums (if the Executive is eligible for, timely elects and pays for such COBRA medical continuation) for the period from the Separation Date until the 18-month anniversary of the Effective Date (such period, the “COBRA Period”) (collectively, the “Severance Benefit”); provided that the Corporation shall have no obligation to reimburse the Executive for such COBRA premiums if the Corporation determines that reimbursement of such COBRA premiums would reasonably be expected to result in the imposition of excise taxes on the Corporation or any of its affiliates for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, subject as amended, and the Health Care and Education Reconciliation Act of 2010, as amended; and provided, further, that if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the COBRA Period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), an amount equal to each remaining Corporation payment shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). The Corporation shall pay (or provide, as applicable) the Salary Severance to the Executive (or the Executive’s execution estate in the case of death) in substantially equal installments during the documents COBRA Period commencing on the Separation Date in accordance with clause 12.5(bthe Corporation’s payroll cycle; provided, however, that amounts that otherwise would be scheduled to be paid during the Release Period (as defined in Section 5.4(a). (b) Notwithstanding shall accrue and shall be paid on the foregoing provisions of this clause 12.3, if any first payroll date following the expiration of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)Release Period. (c) The Executive agrees that Severance Benefit shall be subject to Section 18. (d) The foregoing provisions of this Section 5.3 shall not affect: (i) payment of the amounts set forth in Section 5.3(a), (ii) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan; (iii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and such other benefit plans covered by COBRA; or (iv) the Executive’s receipt of any vested payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award or benefits otherwise due in accordance with the terms of such award in connection with an applicable equity compensation plan maintained by the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive Corporation or Holdings and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesCorporation’s 401(k) plan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, upon change of control event (section5.5d), or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company terminates as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of twenty-four (24) months of Executive’s Base Salary at the monthly rate in effect on the Severance Date, plus two (2) times the Executive’s Target Bonus for the fiscal year of the Company in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in a lump sum or, at the option of the Executive, in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelve month (12th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s execution of the documents in accordance with clause 12.5(bexecutives generally). (biv) As to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for Twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date. (c) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amount by Section 5.3(b)(iii). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits prescribed pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by clause 12.3(a)(ii)Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in such a casereason, upon the date on which that the Executive’s employment by the Company terminates is referred to as (the “Severance Date”), [the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows] / [in addition to any statutory severance payment to which the Executive is entitled]: (ia) The Company shall pay the Executive (or, in the event of his [his/her] death, the Executive’s estate) his any Accrued Obligations;Obligations (as defined in Section 5.4); and (iib) In [Subject to applicable laws, if/If] a Change of Control (as defined in Section 5.4) occurs any time during the event Period of Employment and on or within six months following such Change of Control, the Executive’s employment with the Company terminates as a result of an Involuntary TerminationTermination (as defined in Section 5.4), each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically entitled to [(i) a severance payment in the amount equals to the then applicable Base Salary rate of the Executive for a six-month period, such amount to be paid to the Executive in the month following the month in which the Executive’s Separation from Service occurs; and (ii)] the accelerated vesting of any then-outstanding and unvested portion of the grants of the Company’s stock options granted to the Executive so that such award outstanding stock options shall be become vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b). (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.2, if the Executive breaches [his/her] obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid severance amount contemplated by Section 5.2[; provided that, if the additional Executive provides the release contemplated by Section 5.3, in no event shall the Executive be entitled to benefits prescribed pursuant to Section 5.2(b) of less than US$5,000 (or the amount of such benefits, if less than US$5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by clause 12.3(a)(ii)Section 5.3]. (cd) The Executive agrees that foregoing provisions of this Section 5.2 shall not affect: [(i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection the Company’s 401(k) plan (if any).] / [the Executive's receipt of benefits otherwise due to terminated employees under insurance coverage consistent with the termination terms of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert applicable Company labor insurance program, national health insurance program, or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.statutory insurance program;]

Benefits Upon Termination. (a) If this Agreement the Executive's employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s 's employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s 's estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment and prior to the date on which a Change in Control (as defined in Section 5.5) occurs, the Executive's employment with the Company terminates as a result of an Involuntary TerminationTermination (as such term is defined in Section 5.5), each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million Two (the “Applicable Multiple”) times the sum of (x) the Executive's Base Salary at the annualized rate in effect on the Severance Date plus (y) the target annual Incentive Bonus amount for the Executive as established by the Company and as in effect on the Severance Date (the “Severance Benefit.”) In the seventh (7th) month following the month in which the Executive's Separation from Service (as such term is defined in Section 5.5) occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is seven (7) and the denominator of such fraction is the Number of Severance Months. For purposes of this Agreement, the “Number of Severance Months” equals twelve (12) multiplied by the Applicable Multiple. For each month thereafter, commencing with the eighth (8th) month following the month in which the Executive's Separation from Service occurs and continuing through and ending with the month which is the Number of Severance Months following the month in which the Executive's Separation from Service occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is one (1) and the denominator of such fraction is the Number of Severance Months. Any fractional payment shall be rounded down to the nearest whole cent. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive's eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company's obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive's Severance Date occurs and shall cease with continuation coverage for the twenty-fourth month following the month in which the Executive's Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive's death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive’s execution ). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place; (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid; (iv) At the time the Company pays bonuses with respect to the fiscal year in which the Severance Date occurs (and in all events not later than two and one-half months after the end of such fiscal year), the Company shall pay the Executive the Incentive Bonus that would otherwise have been paid to the Executive with respect to that fiscal year had his employment with the Company not terminated, multiplied by a fraction, the numerator of which is the total number of days in such fiscal year the Executive was employed with the Company and the denominator of which is the total number of days in such fiscal year. (c) If, during the Period of Employment, the Executive's employment with the Company terminates as a result of the documents in accordance with clause 12.5(bExecutive's death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv). (bd) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement, or any obligation under the Confidentiality Agreement, at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the events set forth Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), 5.3(b)(iv), or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in clause 12.1(bno event shall the Executive be entitled to benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which give rise amount the parties agree is good and adequate consideration, in and of itself, for the Executive's Release contemplated by Section 5.4. (e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive's receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive's rights under COBRA to continue participation in medical, dental, and hospitalization; or (iii) the Executive's receipt of benefits otherwise due in accordance with the terms of the Company's 401(k) plan (if any). (f) If a Change in Control occurs, Section 5.3 shall no longer apply as of the date of the Change in Control (other than to the Company’s option to terminate this Agreement, shall have occurred extent Executive's employment had already terminated prior to such date), and the Severance Date Executive's right to receive any severance benefits in connection with a termination of employment upon or after the date of such Change in Control shall be governed by the Change in Control Agreement (as defined in Section 5.5); provided, however, that if the Executive is entitled to any severance benefits under the Change in Control Agreement in connection with a Termination (as such term is defined in the Change in Control Agreement) that occurs within six (6) months prior to a Change in Control as provided in Section 5 of the Change in Control Agreement (a “Pre-CIC Termination”), then (i) any severance benefits otherwise payable to Executive pursuant to Section 6(a)(ii) and (iii) of the Change in Control Agreement shall be reduced on a dollar-for-dollar basis by the amount of any severance benefits Executive becomes entitled to in breach connection with such termination under Section 5.3(b)(i), (ii) any benefits due to the Executive pursuant to Section 6(b) of clauses 14the Change in Control Agreement shall be reduced for the number of months (if any) the Executive was provided benefits under Section 5(b)(ii) and Section 5(b)(ii) shall cease to apply with the month in which the Change in Control occurs, 15 or 16 and (whether prior iii) if the Executive is entitled in connection with such termination to or after the Severance Date) (x) benefit provided for in Section 5(b)(iv), such provision shall apply and the Executive shall not be entitled to claim any compensation or damages the benefit provided for or in respect Section 6(a)(i) of or by reason the Change in Control Agreement. By executing this Agreement, the Executive and the Company agree that the Change in Control Agreement is amended (i) as provided to effect the foregoing provisions of such termination this Section 5(f), and (yii) if the Executive shall no longer be becomes entitled to cash severance as provided in Section 6(a) of the additional benefits prescribed by clause 12.3(a)(iiChange in Control Agreement (including cash severance pursuant to the Change in Control Agreement in connection with a Pre-CIC Termination). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award , such cash severance shall be paid in installments in accordance with the terms schedule set forth in Section 5.3(b)(i) above (but determined applying the Applicable Multiple provided for in the Change in Control Agreement). In addition, the parties hereby agree that if the Executive becomes entitled to payment by the Company of such award his COBRA premiums as provided in Section 6(b) of the Change in Control Agreement in connection with a Pre-CIC Termination and was not entitled to the termination benefit provided in Section 5(b)(iv) of this Agreement in connection with such a Pre-CIC Termination, such benefit under Section 6(b) of the Executive’s Appointment) Change in Control Agreement shall constitute commence with the exclusive and sole remedy for month following the Executive and month in which the Executive covenants not to assert or pursue any other remedies, at law or Change in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesControl occurs.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (two times his Base Salary. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 5.8(a), subject the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twenty-four (24) consecutive months, with the first installment payable in the month following the month in which the Executive’s execution Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the documents in accordance with clause 12.5(baggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal 1/24th of the Severance Benefit.). (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 or under any other agreement that imposes restrictions with respect to the Executive’s activities at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Executive’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Executive’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Executive’s rights to continued health coverage under COBRA; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a caseSubject to Section 9 hereof, the date on which if the Executive’s termination of employment by with the Company terminates is satisfies the conditions set forth in Section 2, then the Executive will be paid the equivalent of twenty-four (24) month’s pay based on an amount equal to the Executive’s highest annual base salary during the three year period immediately prior to the Date of Termination, plus an amount equal to two (2) times the highest annual incentive bonus paid during the three year period prior to the Date of Termination (collectively, hereinafter referred to as the “Severance DatePay”), . The Severance Pay shall be paid in a lump sum payment within thirty (30) days of the Company Date of Termination. Payments made under this subsection (a) shall have no further obligation to make or provide not be taken into account under any other retirement plan of the Company. (b) With respect to the Executive, and the Executive shall have no further right to receive or obtain from ’s continued coverage under the Company’s health insurance plan, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his deathsuccessor plan, the Executive’s estate“qualifying event” for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) shall be his Accrued Obligations; (ii) In Date of Termination from the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to Company. If the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Terminationelects to continue health plan coverage pursuant to COBRA, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution COBRA premiums for a period terminating on the earlier of (i) twenty-four (24) months from the documents in accordance Date of Termination or (ii) the cessation of COBRA eligibility and coverage for the Executive (without regard to any other COBRA qualified beneficiary). The Company’s obligation with clause 12.5(b). respect to subsection (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or continue only if the Executive satisfies on a timely basis all of his obligations under COBRA. As applicable, continued coverage under this subsection (b) shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) coordinated with corresponding benefits that the Executive shall not may be entitled eligible to claim any compensation or damages for or in respect of or by reason of such termination and (y) receive under the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)Officer Retiree Medical Plan. (c) The If the Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration incurs a termination of vesting of an equity-based award in accordance employment with the terms Company within one year of such award a Change of Control, as provided for in connection Section 2(b)(iv) above, then the Executive shall be credited with the termination an additional 5 years of service for purposes of calculating the Executive’s Appointment) benefits under the Unified Grocers, Inc. Executive Salary Protection Plan III (the “ESPP III”). Notwithstanding the Company’s action to freeze benefit accruals under ESPP III effective as of September 30, 2012, the Executive shall constitute the exclusive and sole remedy continue to be eligible for the Executive and crediting of an additional 5 years of service under this Section 5(c). (d) All unpaid benefits set forth in this section shall be forfeited if the Executive covenants not to assert or pursue violates any other remediesmaterial provision of this Agreement including, at law or without limitation, the Confidentiality and Nonsolicitation Agreement set forth in equity, with respect to any Section 7. (e) If the Executive’s termination of employment with the Appointment. The Company and does not satisfy the Executive acknowledge and agree that there is conditions set forth in Section 2, no duty of the Executive to mitigate damages payment or benefits shall be provided under this Agreement. All amounts paid to This Agreement does not, and is not intended to, limit any rights or benefits of the Executive pursuant to clause 12.3 shall any other non-severance type plan, policy or written agreement; provided, however, that this Agreement is intended to be paid without regard to whether the sole agreement governing severance-type benefits. Under no circumstances will the Executive has taken be entitled to or takes actions eligible for any other severance type benefits from the Employer, including any obligations that existed under any prior agreements including but not limited to mitigate damagesprior severance agreements or under the Unified Grocers’ Separation Payment Program.

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company Corporation is terminated during the term hereof by the Corporation for Cause or due to Disability, or by the Executive without Good Reason or due to the Executive’s death (in any case, the date that the Executive’s employment by the Corporation terminates is referred to as the “Severance Date”), the Company Corporation shall have no further obligation to make or provide to the Executive (or the Executive’s estate in the case of death), and the Executive (or the Executive’s estate, as applicable) shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits other than payment, within 30 days after the Severance Date (or compensation or damages except as follows: earlier if required by applicable law), of (i) any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; (ii) any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive on or before the Severance Date; and (iii) any other amounts required under applicable law (the “Accrued Obligations”). The treatment (including, without limitation, the cancellation or vesting thereof and/or the entitlement of the Executive thereto) of any outstanding equity awards then held by the Executive as of the Severance Date shall be subject to the applicable terms of the Equity Plan and the applicable award agreements. (b) If, during the term hereof and prior to a Sale of the Company or following the one-year anniversary of a Sale of the Company, the Executive’s employment is terminated (i) by the Corporation without Cause or (ii) by the Executive for Good Reason, (x) the Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company addition to the Executive shall be automatically accelerated so that such award shall be vested Accrued Obligations payable in full as of the Severance Date; and accordance with Section 5.3(a)) (iii1) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million 12 months of the Executive’s Base Salary at the rate in effect on the Severance Date, (collectively, the “Severance Benefit”) and (2) to the extent theretofore unpaid, the Retention Sign-On Bonus, (y) the Executive shall be eligible to receive any Incentive Bonus relating to the fiscal year in which the Executive is terminated, which Incentive Bonus shall be based on actual performance results and pro-rated, based upon the portion of the fiscal year during which the Executive was employed under the Agreement (the “Pro-Rata Bonus”), subject which Pro-Rata Bonus shall be paid at the time set forth in Section 3.2 hereof and (z) during the 12-month period following the termination of the Executive’s employment, or until the Executive becomes eligible for comparable coverage under the medical health plans of a successor employer, if earlier, the Corporation shall continue to provide the Executive and the Executive’s dependents with medical benefits substantially equivalent to those that would have been provided to them in accordance with the Corporation’s medical benefit plans had the Executive remained an employee of the Corporation at the Corporation’s expense (the “Continued Medical Benefits”). (c) If, during the term hereof and during the one-year period following a Sale of the Company, the Executive’s employment is terminated (i) by the Corporation without Cause or (ii) by the Executive with Good Reason, the Corporation (x) shall pay the Executive (in addition to the Accrued Obligations payable in accordance with Section 5.3(a)), the Severance Benefit, plus an additional amount equal to the Executive’s execution of then-Target Incentive Bonus (collectively, the documents “Enhanced Severance Benefit”) and (y) provide the Executive the Continued Medical Benefits. (d) The Corporation shall pay (or provide, as applicable) the Severance Benefit or the Enhanced Severance Benefit, as applicable, to the Executive in substantially equal installments during the 12 month period commencing on the Executive’s termination in accordance with clause 12.5(bthe Corporation’s payroll cycle; provided, however, that amounts that otherwise would be scheduled to be paid during the Release Period (as defined in Section 5.4(a)) shall accrue and shall be paid on the first payroll date following the expiration of the Release Period. (be) Notwithstanding anything to the contrary in this Section 5.3, if the Executive’s termination of employment is not a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other published guidance thereunder (including §1.409A-1(h)), then, if required in order to comply with the provisions of Section 409A of the Code, payment of the Severance Benefit or the Enhanced Severance Benefit shall be delayed until such a Separation from Service occurs. The treatment (including, without limitation, the cancellation or vesting thereof and/or the entitlement of the Executive thereto) of any outstanding equity awards then held by the Executive as of the Severance Date shall be subject to the applicable terms of the Equity Plan and the applicable award agreements. (f) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any the Executive is found to have breached the Executive’s obligations under Section 6 of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (yi) the Executive shall no longer be entitled to, and the Corporation shall no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit or the Enhanced Severance Benefit, as applicable, as of the date of such breach, and (ii) the Executive shall, at the request of the Corporation, repay any portion of the Severance Benefit or the Enhanced Severance Benefit, as applicable, previously paid or provided to the additional benefits prescribed by clause 12.3(a)(ii)Executive. (For purposes of determining repayment of benefits, if any, the Executive shall repay the Corporation its costs incurred to provide such benefits.) Any disputes with respect to the application of this Section 5.3(f) will be subject to Section 17 hereof; provided that during the pendency of any such dispute, the Corporation will be entitled to withhold any payments pursuant to this Section 5.3 so long as the Corporation believes, in good faith, that it is reasonably likely to prevail in such dispute. (cg) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and such other benefit plans covered by this clause 12.3 COBRA; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award the Corporation’s 401(k) plan (if any). (h) Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to satisfy Section 105(h) of the Code, the Corporation will be permitted to alter the manner in connection with which the Continued Medical Benefits are provided to the Executive following termination of the Executive’s Appointment) shall constitute employment; provided that the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid after-tax cost to the Executive pursuant of such benefits shall not be greater than the cost applicable to clause 12.3 shall be paid without regard to whether similarly situated executives of the Executive has taken or takes actions to mitigate damagesCorporation who have not terminated employment.

Benefits Upon Termination. (a) If this Agreement the Officer’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Officer, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the ExecutiveOfficer’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the ExecutiveOfficer, and the Executive Officer shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive Officer (or, in the event of his his/her death, the ExecutiveOfficer’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment, the Officer’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive Officer (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (two times his/her Base Salary. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 5.8(a), subject the Company shall pay the Severance Benefit to the Executive’s execution of the documents Officer in substantially equal installments in accordance with clause 12.5(bthe Company’s standard payroll practices over a period of twenty-four (24) consecutive months, with the first installment payable on the last day of the month following the month in which the Officer’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal l/24th of the Severance Benefit.). (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Officer breaches his/her obligations under Section 6 or under any other agreement that imposes restrictions with respect to the Officer’s activities at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall Officer will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided that, if the Officer provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Officer be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Officer’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Officer’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Officer’s rights to continued health coverage under COBRA; or (iii) the Officer’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement In the event the Executive's employment with the Control Group is terminated for any reason by the Company without Cause or by the Executive (in such terminates employment with the Control Group within 60 days after the occurrence of a case, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide Good Reason event with regard to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so entitled to a Severance Benefit as set forth below. (a) The Executive shall receive 50 percent of his or her Severance Benefit in the form of a lump sum cash payment as soon as administratively feasible following his or her termination of employment with the Control Group, provided, however, that such award interest shall be vested payable beginning on the tenth day following such termination of employment at the prime rate of interest as stated in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b)The Wall Street Journal. (b) The Executive shall receive the remaining 50 percent of his or her Severance Benefit in the form of a lump sum cash payment as soon as administratively feasible following the one year anniversary of the Executive's termination of employment with the Control Group, subject to (c) below, provided, however, that interest shall be payable beginning on the tenth day following such termination of employment at the prime rate of interest as stated in The Wall Street Journal. Notwithstanding the foregoing provisions of this clause 12.3foregoing, if any of the events set forth a Change in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred Control occurs prior to the Executive's receipt of the remaining 50 percent of his or her Severance Date or if Benefit, the Executive shall be receive such remaining 50 percent within 10 days following the Change in breach Control (and, if not paid within such 10 day period, with interest payable beginning on the tenth day following the Change in Control at the prime rate of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or interest as stated in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(iiThe Wall Street Journal). (c) The Executive agrees that shall only be entitled to the payments contemplated by this clause 12.3 portion of his or her Severance Benefit described in (and any applicable acceleration b) above if the Executive does not engage in Competition during the one year period following his or her termination of vesting of an equity-based award in accordance employment with the terms Control Group and if the Executive has not materially violated the provisions of Section 14 hereof. If the Executive does engage in Competition or violates the provisions of Section 14 during such award in connection with one year period, the termination portion of the Executive’s Appointment's Severance Benefit described in (b) above shall be forfeited. If the restriction set forth in this subsection is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (d) Notwithstanding anything to the contrary contained herein, if the Executive's employment with the Control Group is terminated as described in the introductory paragraph to this Section 3 following a Change in Control, (i) the Executive shall receive 100 percent of his or her Severance Benefit in the form of a lump sum cash payment within 10 days following his or her termination of employment with the Control Group (and, if not paid within such 10 day period, with interest payable beginning on the tenth day following such termination of employment at the prime rate of interest as stated in The Wall Street Journal), and (ii) the restriction on competition contained in Section 3(c) shall constitute not apply. (e) The Executive shall continue, to the exclusive extent permitted under legal and sole remedy underwriting requirements (if any), to participate during his or her Severance Period in any group medical, dental or life insurance plan he or she participated in prior to his or her termination of employment, under substantially similar terms and conditions as an active Employee; provided participation in such group medical, dental and life insurance benefits shall correspondingly cease at such time as the Executive becomes eligible for a future employer's medical, dental and/or life insurance coverage (or would become eligible if the Executive did not waive coverage). Notwithstanding the foregoing, the Executive may not continue to participate in such plans on a pre-tax or tax-favored basis. Notwithstanding anything else herein, the Executive shall not be entitled to any benefits during the Severance Period other than the benefits provided in Section 3 herein and, without limiting the generality of the foregoing, the Executive specifically shall not be entitled to continue to participate in any group disability or voluntary accidental death or dismemberment insurance plan he or she participated in prior to his or her termination of employment. Without limiting the generality of the foregoing, the Executive shall not accrue additional benefits under any pension plan of the Employer (whether or not qualified under Section 401(a) of the Code) during the Severance Period, provided, however, that payment of any Severance Benefit shall be included in the Executive's earnings for purposes of calculating the Executive's benefit under the Venator Group Retirement Plan, Venator Group 401(k) Plan, and Venator Group Excess Cash Balance Plan. (f) In the event of the Executive's death after becoming eligible for the Executive portion of the Severance Benefit described in (a) above and prior to payment of such amount, such portion of the Severance Benefit shall be paid to the Executive's Beneficiary. In addition to the foregoing, in the event of the Executive's death prior to payment of the portion of the Severance Benefit described in (b) above, such amount shall be paid to the Executive's Beneficiary, but only to the extent that the Executive covenants not to assert or pursue any other remedies, at law or satisfied the provisions set forth in equity, with respect to any (c) above for the period following the Executive's termination of employment with the Appointment. The Control Group and prior to his or her death. (g) Notwithstanding anything else herein, to the extent the Executive would be subject to the excise tax under Section 4999 of the Code on the amounts in (a) or (b) above and such other amounts or benefits he or she received from the Company and its Affiliates required to be included in the Executive acknowledge calculation of parachute payments for purposes of Sections 280G and agree that there is no duty 4999 of the Code, the amounts provided under this Agreement shall be automatically reduced to an amount one dollar less than that, when combined with such other amounts and benefits required to be so included, would subject the Executive to mitigate damages the excise tax under this Agreement. All amounts paid Section 4999 of the Code, if, and only if, the reduced amount received by the Executive, would be greater than the unreduced amount to be received by the Executive pursuant to clause 12.3 shall be paid without regard to whether minus the Executive has taken or takes actions to mitigate damages.excise tax payable under Section 4999 of the Code on such amount and the

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his the Executive’s death, the Executive’s estate) his any Accrued Obligations; (iib) In If the event Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million one (1) times the Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the Executive’s Separation from Service and prior to the date of such payment. Notwithstanding the foregoing, (i) if the Severance Date occurs in connection with or within twelve (12) months after a Change in Control Event, the Severance Benefit shall be one (1.5) times the Executive’s Base Salary at the annual rate in effect on the Severance Date and shall be payable to the Executive in a lump sum on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service, and (ii) if the Severance Date occurs prior to the twelve month anniversary of the Effective Date and is not in connection with a Change in Control Event (an “Early Termination Event”), the Executive shall not be entitled to any payment of the Severance Benefit. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelfth (12th) month (or, if the Severance Date occurs in connection with or within twelve (12) months after the date of a Change in Control Event, the eighteenth (18th) month) following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, the Executive shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 5.3(b)(ii) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences. (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid. (iv) The Company shall pay the Executive the minimum target Incentive Bonus that would otherwise have been paid to the Executive had his employment with the Company not terminated with respect to that fiscal year, multiplied by a fraction, the numerator of which is the total number of days in such fiscal year in which the Executive was employed by the Company and the denominator of which is the total number of days in such fiscal year (the “Pro-rated Incentive Bonus”). Such Pro-rated Incentive Bonus shall be paid at the same time as the first installment of the Severance Payment. Notwithstanding the foregoing, the Executive shall not be entitled to any Pro-rated Incentive Bonus if the termination of the Executive’s execution employment is pursuant to an Early Termination Event. (v) As to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest as of the documents Severance Date in accordance any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with clause 12.5(bthe Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements (other than the Initial Option Grant), the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs in connection with or within twelve (12) months after the date of a Change in Control Event, (i) each stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date, and (ii) any service-based vesting requirement under each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements shall be deemed satisfied in full as of the Severance Date. (c) If the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv). (bd) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay or provide, any of the additional benefits prescribed set forth in Section 5.3(b); provided that, if the Executive provides the Release contemplated by clause 12.3(a)(iiSection 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b) of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates Corporation is referred to as terminated during the “Severance Date”)Term for any reason by the Corporation or by the Executive, or upon or following the expiration of the Term, the Company Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits or compensation or damages except as followsexcept: (ia) The Company the Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; Obligations (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that as such award shall be vested in full as of the Severance Dateterm is defined below); and (iiib) In if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated either by the Corporation or the Executive due to the death or Disability of the Executive, by the Corporation other than for Cause (as such term is defined below), or by the Executive for any reason following (but not prior to) a Change in Control (as such term is defined below), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive (or, in the event of a Change of Control Terminationthe Executive’s death, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount Executive’s estate) a severance benefit equal to US$5 million two (2) times the “Severance Benefit”)Executive’s highest annualized rate of Base Salary in effect at any time during the Term. Subject to the conditions set forth in the following paragraph, the aggregate amount of such severance benefit shall be paid in a series of twenty-four (24) substantially equal monthly installments (without interest, with each installment equal to approximately 1/24th of the aggregate amount of the severance benefit) commencing with the month following the month in which the Executive’s employment by the Corporation and continuing for the following twenty-three months until paid in full (subject to the Executive’s execution of compliance with the documents in accordance with clause 12.5(b). (b) Notwithstanding following paragraph and the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(bSection 6), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii).; and (c) if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated by the Corporation without Cause or by the Executive for any reason following (but not prior to) a Change in Control (and, in each case, other than due to either (1) the Executive’s death, or (2) a good faith determination by the Board that the Executive has a Disability), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive a one lump sum amount equal to a pro-rata portion of the bonus the Executive would have been entitled to under Section 3.2 for the year in which the termination of the Executive’s employment occurred (the amount of such pro-rata bonus to be determined by the Board in its reasonable discretion). As a condition precedent to any Corporation obligation to the Executive pursuant to Section 7.2(b) or (c) above, the Executive (or, in the event of his death, the Executive’s estate on behalf of the Executive) shall, upon or promptly following his last day of employment with the Corporation, provide the Corporation with a valid, executed, written Release (as such term is defined below) (in a form provided by the Corporation) and such release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Corporation shall have no obligation to make any payment to the Executive pursuant to Section 7.2(b) or (c) above unless and until the Release contemplated by this paragraph becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) Section 7.2 shall constitute the exclusive and sole remedy for the Executive any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointmentemployment. The Company Corporation and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Section 7.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The foregoing provisions of this Section 7.2 shall not affect: (1) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan, (2) the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act to continue participation in medical, dental, hospitalization and life insurance coverage, (3) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Corporation’s Profit Sharing Plan (401(k) plan) (if any); (4) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Corporation’s Executive Deferred Compensation Plan nonqualified deferred compensation plan) (if any); (5) any rights that the Executive may have under and with respect to a stock option or restricted stock award, to the extent that such award was granted before the date that the Executive’s employment by the Corporation terminates and to the extent expressly provided in the written agreement evidencing such award; or (6) the continuing medical benefit obligation to the Executive pursuant to Section 3.5.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment with the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 4.4) within 10 days following the Separation Date; (iib) In If the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted Executive’s employment with the Company is terminated by the Company to the Executive shall be automatically accelerated so that such award shall be vested without Cause (as defined in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationSection 4.4), the Company shall pay (in addition to the Executive in one lump sumAccrued Obligations), subject to tax withholding and other authorized deductionsdeductions and subject to the requirements of Section 4.3, an amount equal to US$5 million the sum of one (1) month of severance pay for every two (2) months the “Severance Benefit”), subject Executive is employed to a maximum of six (6) months calculated at the Executive’s execution then-current Base Salary rate in effect on the Separation Date as severance pay, which shall be payable in substantially equal installments on a bi-weekly basis over a period of 6 months. The first installment of any severance pay payable under this Section 4.2(b) shall commence within 15 days following the documents 45-day period in which Executive is required to execute and not revoke the general release agreement in accordance with clause 12.5(bSection 4.3. (c) In the event of any termination of Executive’s employment for any reason, including any termination by the Company without Cause, the Executive’s outstanding stock options, restricted stock and other equity-based awards, including the Initial Option and the Anniversary Option, if any, shall continue to be governed in accordance with their terms (including, without limitation, the terms applicable to a termination of the Executive’s employment). (bd) (Notwithstanding the foregoing provisions of this clause 12.3Section 4.2, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach breaches his obligations under the Confidentiality and Work for Hire Agreement and/or Section 6, 7 or 8 of clauses 14this Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) (x) date of such breach, the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in Section 4.2(b). The foregoing provisions of this Section 4.2 shall not affect: (i) the additional Executive’s receipt of benefits prescribed by clause 12.3(a)(ii). otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (cii) The Executive agrees that the payments contemplated by this clause 12.3 Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award the Company’s 401(k) plan (if any). In no event shall the Company’s obligations to the Executive exceed the sum of the Accrued Obligations, the benefits provided in connection with Section 4.2(b), if applicable, and the termination benefits contemplated by this paragraph, regardless of the manner of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagestermination.

Benefits Upon Termination. (a) If this Agreement the Executive's employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s 's employment by the Company terminates is referred to as the “Severance Date”"SEVERANCE DATE"), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s 's estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive's employment with the Company terminates as a result of either (i) a termination by the Company without Cause pursuant to Section 5.1(ii) or (ii) a termination by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested entitled to (in full as addition to the Accrued Obligations), subject to the following provisions of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, this Section 5.3 and Section 5.4 and subject to tax withholding and other authorized deductions, an amount equal to US$5 million the Base Salary that the Executive would have been entitled to receive for the period commencing on the Severance Date and ending on the second anniversary of the Effective Date, or with respect to any renewal period from the commencement of the Severance Date to the end of the renewal period (the “"SEVERANCE PERIOD"), had the Executive continued to be employed with the Company throughout such period at the annualized rate in effect on the Severance Benefit”Date (the "SEVERANCE BENEFIT"). The Severance Benefit shall be paid in substantially equal installments in accordance with the Company's standard payroll practices over a number of months equal to the number of months in the Severance Period, with the first such installment payable, subject to Section 5.7, in the month following the month in which the Executive’s execution of 's Separation from Service (as defined in Section 5.5) occurs. The Company shall also promptly pay to the documents in accordance Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment not terminated with clause 12.5(b)respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid. (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option , the Company will no longer be obligated to terminate this Agreementpay any remaining unpaid amount contemplated by Section 5.3(b); provided that, shall have occurred prior to the Severance Date or if the Executive provides the release contemplated by Section 5.4, in no event shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages benefits pursuant to Section 5.3(b) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for or in respect of or the Executive's release contemplated by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive's receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Company's welfare benefit plans; (and any applicable acceleration ii) the Executive's rights under COBRA to continue participation in health insurance coverage; or (iii) the Executive's receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the Executive’s AppointmentCompany's 401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his or her death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 5.5); (iib) In If, during the event Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by Termination (as defined in Section 5.5) and if the Company to Severance Date occurs after the Executive shall be automatically accelerated so that such award shall be vested in full as last day of the Severance eighteenth (18th) month anniversary of the Hire Date (the “Cutoff Date; and (iii) In the event of a Change of Control Termination”), the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the Executive’s Base Salary (at the rate in effect immediately prior to the termination of the Executive’s employment) for a period equal to the applicable Severance Period (as defined below). Such amount is referred to hereinafter as the “Severance Benefit”.” Any Severance Benefit due to Executive pursuant to this Section 5.3(b)(i) shall be paid in equal monthly installments during the applicable Severance Period, with the first such installment to be paid in the month following the month in which Executive’s Separation from Service occurs (and in all events no portion of the Severance Benefit will be paid more than twelve (12) months after the end of the Company’s fiscal year in which the Severance Date occurs). As used herein, “Severance Period” means one (1) month plus one (1) additional month for each full year of employment of the Executive by the Company between the Cutoff Date and the Severance Date, if any, but in no event exceeding six (6) months; a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), subject without regard to the Executive’s execution of the documents in accordance with clause 12.5(b). (b) optional alternative definitions available thereunder. Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach breaches his or her obligations under Section 6 of clauses 14this Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) (x) date of such breach, the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit. The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance otherwise due terminated employees consistent with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert applicable Company welfare benefit plan or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesapplicable law.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations;Obligations .(as defined in Section 5.5(a)) within thirty (30) days after the Severance Date. (iib) In If the event Executive’s employment is terminated as a result of an Involuntary Termination, the Executive shall be entitled to the following benefits: (i) The Company shall pay the Executive an amount (the “Severance Payment”) equal to (x) twelve (12) months of his Base Salary at the annual rate in effect on the Severance Date plus (y) one hundred percent (100%) of the Executive’s Target Incentive Bonus Opportunity for the calendar year in which the Severance Date occurs. The Company shall pay the Severance Payment to the Executive in a lump sum within fourteen (14) days following the expiration of the Release Period (as defined in Section 5.4(a)). (ii) The vesting of outstanding options, restricted stock awards and other equity-based awards (including the Equity Award) granted by the Company to the Executive shall be accelerated so that any portion or installment of any such equity award scheduled to vest at any time during the twelve (12)-month period following the Severance Date shall not terminate as of the Severance Date, but instead shall remain outstanding and vest effective as of the expiration of the Release Period. Any portion of any such equity award that would not vest after giving effect to the foregoing sentence, to the extent unvested, shall terminate as of the Severance Date. (iii) The Company shall continue to make available to the Executive, through the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or otherwise, all group health, life and other similar insurance plans in which Executive participates on the Severance Date, and reimburse the Executive for the COBRA premiums paid by the Executive for a period of twelve (12) months following the Severance Date, or, if earlier, until Executive becomes eligible for substantially equivalent benefits as a result of any new employment; provided that the Company shall not be obligated to reimburse any such COBRA premiums until the expiration of the Release Period. (c) If during the Period of Employment a Change of Control occurs and the Executive’s employment is terminated as a result of an Involuntary Termination upon or within six (6) months following the date of such Change of Control, other than as a result of an IPO, the vesting of each outstanding option, restricted stock award or and other stock-equity based award granted by the Company to the Executive (including but not limited to the Equity Award herein granted) shall be automatically accelerated so that any portion or installment of such award scheduled to vest at any future date shall be vested in full automatically vest as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay . The benefits provided to the Executive under this Section 5.3(c) shall be in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject addition to the Executive’s execution of payments and benefits paid (or provided) to the documents in accordance with clause 12.5(bExecutive under Section 5.3(b). (bd) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach breaches his obligations under Section 6 of clauses 14this Agreement or under the Confidentiality Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason date of such termination and (y) breach, the Executive shall no longer be entitled to, and the Company shall no longer be obligated to pay or reimburse, as applicable, any remaining unpaid portion of the additional benefits prescribed by clause 12.3(a)(ii)Severance Payment or COBRA premiums, and any equity awards the vesting of which was accelerated pursuant to Section 5.3(b) or Section 5.3(c) shall be terminated effective as of the date of such breach. (ce) The Executive agrees that foregoing provisions of this Section 5,3 shall not affect: (i) the payments contemplated Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverages covered by this clause 12.3 COBRA; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, upon change of control event (section5.5d), or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company terminates as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of (x) twenty-four (24) months of Executive’s Base Salary at the monthly rate in effect on the Severance Date, plus (y) two (2) times the Executive’s Target Bonus for the fiscal year of the Company in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in a lump sum or, at the option of the Executive, in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelve month (12th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent, the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s execution of the documents in accordance with clause 12.5(bexecutives generally). (biv) As to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for Twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date. (c) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amount contemplated by Section 5.3(b)(iii). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits prescribed pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by clause 12.3(a)(ii)Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) a. If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company Corporation is terminated during the term hereof by the Corporation for Cause or due to Disability, by the Executive without Good Reason or due to the Executive’s death (in any case, the date that the Executive’s employment by the Corporation terminates is referred to as the “Severance Date”), the Company Corporation shall have no further obligation to make or provide to the Executive (or the Executive’s estate in the case of his death), and the Executive (or his estate, as applicable) shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits other than payment, within 30 days after the Severance Date (or compensation or damages except as follows: earlier if required by applicable law), of (i) any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; and (ii) any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive on or before the Severance Date (the “Accrued Obligations”). The Company treatment (including, without limitation, the cancellation or vesting thereof and/or the entitlement of the Executive thereto) of any outstanding equity awards then held by the Executive as of the Severance Date, including, without limitation, the Equity Award, shall be subject to the applicable terms of the Equity Plan and the applicable award agreements. b. If, during the term hereof, the Executive’s employment is terminated by the Corporation without Cause or by the Executive with Good Reason (an “Involuntary Termination”), the Corporation shall pay the Executive (orin addition to the Accrued Obligations payable in accordance with Section 5.3(a)) continued Base Salary at the rate in effect on the Severance Date for a period of twelve (12) months and provide the Executive with continued medical benefits for twelve (12) months (provided, however, in the event the Corporation determines it is not commercially reasonable or it cannot provide such continued benefits due to applicable law or the terms of his deaththe benefit plans, programs, and policies then in effect, the Executive’s estateCorporation shall instead pay an additional $2,000 per month for twelve (12) his Accrued Obligations; months in lieu of such continued benefits) (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company foregoing payments and benefits referred to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”). The Corporation shall pay (or provide, subject as applicable) the Severance Benefit to the Executive in substantially equal installments during the twelve (12) month period commencing on the Executive’s execution of the documents Involuntary Termination in accordance with clause 12.5(bthe Corporation’s payroll cycle; provided, however, that amounts that otherwise would be scheduled to be paid during the Release Period (as defined in Section 5.4(a)) shall accrue and shall be paid on the first payroll date following the expiration of the Release Period, and, provided, further that any Incentive Bonus included as part of the Severance Benefit shall be paid on the later to occur of (i) the first payroll date following the expiration of the Release Period, and (ii) the date on which incentive bonuses for the applicable fiscal year are paid to other Corporation officers. (b) c. Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any the Executive breaches his obligations under Section 6 of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to, and the Corporation shall no longer be obligated to pay or provide any remaining unpaid portion of the Severance Benefit as of the date of such breach. Any disputes with respect to the additional benefits prescribed by clause 12.3(a)(iiapplication of this Section 5.3(c) will be subject to Section 17 hereof; provided that during the pendency of any such dispute, the Corporation will be entitled to withhold any payments pursuant to this Section 5.3(c). d. The foregoing provisions of this Section 5.3 shall not affect: (ci) The Executive agrees that the payments contemplated Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and such other benefit plans covered by this clause 12.3 COBRA; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCorporation’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Officer’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Officer (in such a any case, the date on which that the ExecutiveOfficer’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the ExecutiveOfficer, and the Executive Officer shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive Officer (or, in the event of his death, the ExecutiveOfficer’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment, the Officer’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive Officer (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (i) any unpaid Base Salary through the initial two (2) year Period of Employment if such Involuntary Termination occurs during his first year of employment or (ii) one (1) times his Base Salary if such Involuntary Termination occurs after the first year of employment. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 5.8(a), subject the Company shall pay the Severance Benefit to the Executive’s execution of the documents Officer in substantially equal bi-weekly installments in accordance with clause 12.5(bthe Company’s standard payroll practices over a period of consecutive weeks, as applicable, with the first installment payable on the next regularly scheduled payday following the Officer’s Separation from Service (as such term is defined in Section 5.5). (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit.) (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Officer breaches his obligations under Section 6 or under any other agreement that imposes restrictions with respect to the Officer’s activities at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall Officer will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided that, if the Officer provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Officer be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Officer’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Officer’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Officer’s rights to continued health coverage under COBRA; (iii) the Officer’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination Company’s 401(k) plan (if any); or (iv) the Officer’s rights (if any) to stock options or other equity-based awards or incentive previously granted, which shall be governed by the terms of the Executive’s Appointment) shall constitute the exclusive applicable equity incentive plan and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesaward documents.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his the Executive’s death, the Executive’s estate) his any Accrued Obligations; (iib) In If the event Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million one (1) times the Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the Executive’s Separation from Service and prior to the date of such payment. Notwithstanding the foregoing, (i) if the Severance Date occurs in connection with or within twelve (12) months after a Change in Control Event, the Severance Benefit shall be one (1.5) times the Executive’s Base Salary at the annual rate in effect on the Severance Date and shall be payable to the Executive in a lump sum on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service, and (ii) if the Severance Date occurs prior to the twelve month anniversary of the Effective Date and is not in connection with a Change in Control Event (an “Early Termination Event”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect payment of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)Severance Benefit. (cii) The Company will pay or reimburse the Executive agrees that for his premiums charged to continue medical coverage pursuant to the payments contemplated by this clause 12.3 Consolidated Omnibus Budget Reconciliation Act (and any applicable acceleration of vesting of an equity-based award in accordance with “COBRA”), at the terms of such award in connection with same or reasonably equivalent medical coverage for the termination of Executive (and, if applicable, the Executive’s Appointmenteligible dependents) shall constitute as in effect immediately prior to the exclusive and sole remedy for Severance Date, to the extent that the Executive and elects such continued coverage; provided that the Executive covenants not Company’s obligation to assert make any payment or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive reimbursement pursuant to this clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.(ii) shall, subject to

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations;Obligations (as defined in Section 5.6(a)) within thirty (30) days after the Severance Date. (iib) In If the event Executive’s employment is terminated as a result of an Involuntary Termination, the Executive shall be entitled to the following benefits: (i) The Company shall pay the Executive an amount (the “Severance Payment”) equal to (x) twelve (12) months of his Base Salary at the annual rate in effect on the Severance Date plus (y) one hundred percent (100%) of the Executive’s Target Incentive Bonus Opportunity for the calendar year in which the Severance Date occurs. The Company shall pay the Severance Payment to the Executive in a lump sum within fourteen (14) days following the expiration of the Release Period (as defined in Section 5.6(a). (ii) The vesting of outstanding options, restricted stock awards or other equity-based awards (including the Baseline Equity Award) granted by the Company to the Executive, other than the Kicker Equity Award, shall be accelerated so that any portion or installment of any such equity award scheduled to vest at any time during the twelve (12)-month period following the Severance Date shall not terminate as of the Severance Date, but instead shall remain outstanding and vest effective as of the expiration of the Release Period. Any portion of any such equity award that would not vest after giving effect to the foregoing sentence and the Kicker Equity Award, to the extent unvested, shall terminate as of the Severance Date. (iii) The Company shall continue to make available to the Executive, through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise, all group health, life and other similar insurance plans in which Executive participates on the Severance Date, and reimburse the Executive for the COBRA premiums paid by the Executive for a period of twelve (12)-months following the Severance Date, or, if earlier, until Executive becomes eligible for substantially equivalent benefits as a result of any new employment; provided that the Company shall not be obligated to reimburse any such COBRA premiums until the expiration of the Release Period. (c) If the Executive’s employment is terminated as a result of an Involuntary Termination upon or within six (6) months following the date of a Change in Control except an IPO and Vector or VSH does not control the surviving entity, the vesting of each outstanding option, restricted stock award or other stock-equity based award granted by the Company to the Executive (including the Baseline Equity Award but excluding the Kicker Equity Award) shall be automatically accelerated so that any portion or installment of such award scheduled to vest at any future date shall be vested in full automatically vest as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject notwithstanding anything to the Executive’s execution of the documents contrary in accordance with clause 12.5(bSection 5.3(b)(ii). (bd) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach breaches his obligations under Section 6 of clauses 14this Agreement or under the Confidentiality Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason date of such termination and (y) breach, the Executive shall no longer be entitled to, and the Company shall no longer be obligated to pay or reimburse, as applicable, any remaining unpaid portion of the additional benefits prescribed by clause 12.3(a)(ii)Severance Payment or COBRA premiums, and any equity awards the vesting of which was accelerated pursuant to Section 5.3(b) or Section 5.3(c) shall be terminated effective as of the date of such breach. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverages covered by this clause 12.3 COBRA; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Term for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Term (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations;Obligations (as such term is defined in Section 5.5). (iib) In If, during the event Term, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that Termination (as such award shall be vested term is defined in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationSection 5.5), the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million a severance benefit in certain amounts (the “Severance Benefit”) over certain periods of time (“Severance Period”) depending upon the timing of the Involuntary Termination, as follows: (i) the Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, Base Salary for a twelve (12) month Severance Period. Subject to Section 5.7, the Executive’s execution of Company shall pay the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise Severance Benefit to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award substantially equal installments in accordance with the terms Company’s standard payroll practices over a period of such award in connection twelve (12) months, with the termination of first installment payable in the month following the month in which the Executive’s Appointmentemployment with the Company terminates, except as otherwise provided in Section 5.7. Except as provided in this Section 5, all unvested equity awards shall terminate in accordance with their terms; (ii) Except to the extent deemed discriminatory pursuant to the Affordable Care Act, state law or other federal law, the Company shall constitute also pay the exclusive and sole remedy continuing COBRA/insurance premium for the Executive and shorter of (x) twelve 12 months, or (y) such time as the Executive covenants not secures new full-time employment; and (iii) Notwithstanding anything to assert or pursue the contrary in the governing award agreement, the Board shall take such necessary steps to provide that any other remediesperformance shares, at law or in equitystock options and restricted stock units will continue to vest according to their terms during the twelve (12) month period following the Severance Date. For the avoidance of doubt, with respect unvested options shall continue to any termination vest as if Executive were still employed during this twelve (12) month period, and vested options shall remain exercisable until the end of this twelve (12) month period. (iv) The Company shall pay the Executive a prorated annual bonus for the fiscal year of the Appointment. The Company and in which the Executive acknowledge and agree that there is no duty of Severance Date occurs, such prorated bonus to be determined by multiplying the Executive to mitigate damages under “Applicable Average Bonus” as defined below in this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.subsection (iv) by a fraction the

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, upon Change of Control event (as defined below ), or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company terminates as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason (other than a Change of Control Event) (“Termination Without Cause”), the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of (x) one (1) year of Executive’s Base Salary at the monthly rate in effect on the Severance Date and a monthly prorated bonus equal to the bonus paid in the previous year (except in connection with a Change of Control event, in which case the Executive shall receive eighteen (18) months of Base Salary and monthly prorated prior year bonus. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive within 30 days upon termination. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for one year (12) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s execution of the documents in accordance with clause 12.5(bexecutives generally). (biv) Except as to termination by reason of a Change of Control, at which time all options and other equity-based awards shall vest, as to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date only that portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date. (c) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amount contemplated by Section 5.3(b)(iii). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits prescribed pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by clause 12.3(a)(ii)Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment and prior to the date on which a Change in Control (as defined in Section 5.5) occurs, the Executive’s employment with the Company terminates as a result of an Involuntary TerminationTermination (as such term is defined in Section 5.5), each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million two (2) (the “Applicable Multiple”) times the sum of (x) the Executive’s Base Salary at the annualized rate in effect on the Severance Date plus (y) the target annual Incentive Bonus amount for the Executive as established by the Company and as in effect on the Severance Date (the “Severance Benefit”). In the seventh (7th) month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is seven (7) and the denominator of such fraction is the Number of Severance Months. For purposes of this Agreement, the “Number of Severance Months” equals twelve (12) multiplied by the Applicable Multiple. For each month thereafter, commencing with the eighth (8th) month following the month in which the Executive’s Separation from Service occurs and continuing through and ending with the month which is the Number of Severance Months following the month in which the Executive’s Separation from Service occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is one (1) and the denominator of such fraction is the Number of Severance Months. Any fractional payment shall be rounded down to the nearest whole cent. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s execution Separation from Service occurs and shall cease with continuation coverage for the twenty-fourth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the documents Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). If the Company is not able to provide continuation coverage under COBRA for any month during the continuation period, the Company shall pay the Executive a cash payment equal to the applicable COBRA premiums on an after-tax basis, with such payment to be made in accordance the same month for which the continuation coverage was otherwise to be provided. To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place; (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with clause 12.5(brespect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid; (iv) At the time the Company pays bonuses with respect to the fiscal year in which the Severance Date occurs (and in all events not later than two and one-half months after the end of such fiscal year), the Company shall pay the Executive the Incentive Bonus that would otherwise have been paid to the Executive with respect to that fiscal year had his employment with the Company not terminated, multiplied by a fraction, the numerator of which is the total number of days in such fiscal year the Executive was employed with the Company and the denominator of which is the total number of days in such fiscal year. (c) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv). (bd) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement, or any obligation under the Confidentiality Agreement, at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the events set forth Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), 5.3(b)(iv), or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in clause 12.1(bno event shall the Executive be entitled to benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which give rise amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4. (e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, and hospitalization; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s option 401(k) plan (if any). (f) If a Change in Control occurs, Section 5.3 shall no longer apply as of the date of the Change in Control (other than to terminate this Agreement, shall have occurred the extent Executive’s employment had already terminated prior to such date), and the Severance Date Executive’s right to receive any severance benefits in connection with a termination of employment upon or after the date of such Change in Control shall be governed by the Change in Control Agreement (as defined in Section 5.5); provided, however, that if the Executive is entitled to any severance benefits under the Change in Control Agreement in connection with a Termination (as such term is defined in the Change in Control Agreement) that occurs within six (6) months prior to a Change in Control as provided in Section 5 of the Change in Control Agreement (a “Pre-CIC Termination”), then (i) any severance benefits otherwise payable to Executive pursuant to Section 6(a)(ii) and (iii) of the Change in Control Agreement shall be reduced on a dollar-for-dollar basis by the amount of any severance benefits Executive becomes entitled to in breach connection with such termination under Section 5.3(b)(i), (ii) any benefits due to the Executive pursuant to Section 6(b) of clauses 14the Change in Control Agreement shall be reduced for the number of months (if any) the Executive was provided benefits under Section 5.3(b)(ii) and Section 5.3(b)(ii) shall cease to apply with the month in which the Change in Control occurs, 15 or 16 and (whether prior iii) if the Executive is entitled in connection with such termination to or after the Severance Date) (x) benefit provided for in Section 5.3(b)(iv), such provision shall apply and the Executive shall not be entitled to claim any compensation or damages the benefit provided for or in respect Section 6(a)(i) of or by reason the Change in Control Agreement. By executing this Agreement, the Executive and the Company agree that the Change in Control Agreement is amended (i) as provided to effect the foregoing provisions of such termination this Section 5.3(f), and (yii) if the Executive shall no longer be becomes entitled to cash severance as provided in Section 6(a) of the additional benefits prescribed by clause 12.3(a)(iiChange in Control Agreement (including cash severance pursuant to the Change in Control Agreement in connection with a Pre-CIC Termination). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award , such cash severance shall be paid in installments in accordance with the terms schedule set forth in Section 5.3(b)(i) above (but determined applying the Applicable Multiple provided for in the Change in Control Agreement). In addition, the parties hereby agree that if the Executive becomes entitled to payment by the Company of such award his COBRA premiums as provided in Section 6(b) of the Change in Control Agreement in connection with a Pre-CIC Termination and was not entitled to the termination benefit provided in Section 5.3(b)(ii) of this Agreement in connection with such a Pre-CIC Termination, such benefit under Section 6(b) of the Executive’s Appointment) Change in Control Agreement shall constitute commence with the exclusive and sole remedy for month following the Executive and month in which the Executive covenants not to assert or pursue any other remedies, at law or Change in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesControl occurs.

Benefits Upon Termination. (a) If A. In the event of Merriman's termination without Cause, termination due to death or Disability, if Merriman terminates his employment for Good Reason or if the Company xxxxx xotice of its intention not to renew this Agreement is terminated for any reason by the Company or by the Executive (in such a casecollectively, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”"Triggering Termination"), the Company Merriman, or his estate, shall have no further obligation to make or provide be entitled to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as followsfollowing severancx xxxxxxts: (i) Basic severance equal to three times the sum of Merriman's current annual Base Salary and Merriman's average annual MIP earned over the three (3) most recent completed fiscal years of the Company, with such basic severance payable in six (6) equal semi-annual installments beginning within thirty (30) days after the effective date of the Triggering Termination. Notwithstanding the foregoing, if there is a Change in Control after the Effective Date but before the Triggering Termination, the basic severance shall be accelerated and paid in full as a lump sum (without any discount) within thirty (30) days after the Triggering Termination. The Company balance of any unpaid basic severance shall pay the Executive be accelerated and paid in full (orwithout any discount), in the event of his deatha lump sum, the Executive’s estate) his Accrued Obligationsupon any Change in Control that occurs after a Triggering Termination; (ii) In An additional lump sum severance, payable within 30 days of the event of an Involuntary Triggering Termination, . This amount will be determined and set annually each outstanding option, restricted stock award or other stock-based award granted February by the Board and the amount so set shall govern until the next determination by the Board. Such additional lump sum severance amount will not be adjusted up or down by more than 33% from the previous year's amount. The additional lump sum severance amount for 2002 through February 2003 will be $1,500,000; (iii) The Company shall forgive any amount remaining due from Merriman on the note payable to the Executive shall be automatically accelerated so Company in the original prixxxxxx xmount of $542,750 that such award shall be vested in full as of the Severance DateMerriman signed on April 2, 2001; and (iiiiv) In Payment of Exexxxxxx'x Base Salary through the event date of termination. These severance benefits are in addition to any benefits to which Merriman shall be entitled to under the Company's benefit plans, incxxxxxx x pro rata MIP payment (based on the period of time served during the year in which the Triggering Termination occurs), if any, for the year in which the Triggering Termination occurs to be paid to Merriman by the next February 15 and any unpaid MIP payment for a prxxx xxxx, group health, hospitalization, dental and vision coverage for him and his family on the same basis as active senior management of the Company for the 36 months subsequent to the Triggering Termination, and accrued vacation. As a result of any Triggering Termination or immediately after a Change in Control, the Company agrees to continue in effect any perquisite, benefit or compensation plan (including its annual bonus plan, long-term incentive plan, section 401(k) plan, dental plan, life insurance plan, health and accident plan, disability plan, 401(k) Plus Plan, or deferred compensation plan) in which the Executive is currently participating (collectively referred to as the "Benefit Plans"), or to maintain plans providing substantially similar benefits, unless the continuation of any such plan (or similar plan) would, in the good faith determination of the Board, have a material adverse economic effect on the Company taking into account all facts and circumstances. Other than as provided in the preceding sentence, the Company agrees after a Change in Control Terminationand/or for the period 36 months subsequent to the Triggering Termination not to take any action that would adversely affect the Executive's participation in, or materially reduce the benefits under, any of the Benefit Plans or deprive the Executive of any material fringe benefit currently enjoyed. B. If Merriman's employment (i) is terminated by the Company for Cause, or (ii) is voluntarily terminated by Merriman for other than Good Reason, Merriman's employment hereunder xxxxx xerminate. In addition to any benefits to which Merriman shall be entitled under the Company's benefit plans, includxxx xxx MIP payment for the year in which the termination occurred (and any such unpaid amount for a prior year) and accrued vacation, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject his unpaid Base Salary to the Executive’s execution date of the documents in accordance with clause 12.5(b)that termination to Merriman. (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, C. The following terms shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.meanings sxxxxxxxx below:

Benefits Upon Termination. (a) If this Agreement the Employee’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Employee, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the ExecutiveEmployee’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the ExecutiveEmployee, and the Executive Employee shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive Employee (or, in the event of his or her death, the ExecutiveEmployee’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Employee’s employment with the Company terminates as a result of a termination (i) by the Company without Cause pursuant to Section 5.1(ii) or (ii) by the Employee due to a relocation as contemplated by Section 1.4, the Employee shall be entitled to (in addition to the Executive shall be automatically accelerated so that such award shall be vested in full as Accrued Obligations), subject to the following provisions of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, this Section 5.3 and Section 5.4 and subject to tax withholding and other authorized deductions, an amount equal to US$5 million fifty percent (50%) of his or her Base Salary at the annualized rate in effect on the Severance Date (the “Severance Benefit”). The Severance Benefits shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of six (6) consecutive months, with the first installment payable, subject to Section 5.7, in the Executivemonth following the month in which the Employee’s execution of Separation from Service (as defined in Section 5.5) occurs. The Company shall also promptly pay to the documents in accordance Employee any Incentive Bonus that would otherwise be paid to the Employee had his or her employment not terminated with clause 12.5(b)respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid. (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Employee breaches his or her obligations under Section 6 at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option , the Company will no longer be obligated to terminate this Agreementpay any remaining unpaid amount contemplated by Section 5.3(b); provided that, shall have occurred prior to the Severance Date or if the Executive Employee provides the release contemplated by Section 5.4, in no event shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not Employee be entitled to claim any compensation or damages benefits pursuant to Section 5.3(b) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for or in respect of or the Employee’s release contemplated by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Employee’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Company’s welfare benefit plans; (and any applicable acceleration ii) the Employee’s rights under COBRA to continue participation in health insurance coverage; or (iii) the Employee’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates Corporation is referred to as terminated during the initial ninety (90) days of the Term (the “Severance DateProbationary Period”)) for any reason by the Corporation, the Company Corporation shall pay the Executive any Accrued Obligations (as such term is defined below) and have no further obligation to make or provide any payments or benefits to the Executive, and the Executive shall have no further right to receive or obtain any payments or benefits from the Corporation. If the Executive’s employment by the Corporation is terminated after the Probationary Period and during the Term for any reason by the Corporation or by the Executive, or upon or following the expiration of the Term, the Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits or compensation or damages except as followsexcept: (ia) The Company the Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iiib) In if, after the Probationary Period and during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated either by the Corporation or the Executive due to the death or Disability of the Executive, by the Corporation other than for Cause (as such term is defined below), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive (or, in the event of a Change of Control Terminationthe Executive’s death, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount Executive’s estate) a severance benefit equal to US$5 million three months of Base Salary. Subject to the conditions set forth in the following paragraph, the aggregate amount of such severance benefit shall be paid in a series of twelve (12) substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the “Severance Benefit”), aggregate amount of the severance benefit) commencing with the month following the month in which the Executive’s employment by the Corporation terminates and continuing for the following eleven months until paid in full (subject to the Executive’s execution of compliance with the documents in accordance with clause 12.5(b). (b) Notwithstanding following paragraph and the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(bSection 6), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii).; and (c) if, after the Probationary Period and during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated by the Corporation without Cause (and, in each case, other than due to either (1) the Executive’s death, or (2) a good faith determination by the Board that the Executive has a Disability), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive a one-time lump sum amount equal to three months of Base Salary. As a condition precedent to any Corporation obligation to the Executive pursuant to Section 7.2(b) or (c) above, the Executive (or, in the event of his death, the Executive’s estate on behalf of the Executive) shall, upon or promptly following his last day of employment with the Corporation, provide the Corporation with a valid, executed, written Release (as such term is defined below) (in a form provided by the Corporation) and such release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Corporation shall have no obligation to make any payment to the Executive pursuant to Section 7.2(b) or (c) above unless and until the Release contemplated by this paragraph becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) Section 7.2 shall constitute the exclusive and sole remedy for the Executive any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointmentemployment. The Company Corporation and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Section 7.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The foregoing provisions of this Section 7.2 shall not affect any rights that the Executive may have under and with respect to a stock option or restricted stock award, to the extent that such award was granted before the date that the Executive’s employment by the Corporation terminates and to the extent expressly provided in the written agreement evidencing such award.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment with the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, or in the event of his her death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 4.4) within Ten (10) days following the Separation Date; (iib) In addition to the event of an Involuntary TerminationAccrued Obligations, each outstanding option, restricted stock award or other stock-based award granted if the Executive’s employment with the Company is terminated by the Company to without Cause or by the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sumfor Good Reason, subject to tax withholding and other authorized deductionsdeductions and subject to the requirements of Section 4.3, the Company shall: (i) pay the Executive as severance pay an amount equal to US$5 million six (the “Severance Benefit”), subject to 6) months of the Executive’s execution Base Salary rate in effect on the Separation Date, which shall be payable in one lump sum; and (ii) provided that the Executive timely elects continued insurance coverage pursuant to COBRA, reimburse the Executive for a period of six (6) months an amount equal to the amount of the documents COBRA premiums actually paid by the Executive each such month. The first installment of any severance pay payable under this Section 4.2(b) shall commence after the Executive executes the General Release and it has become effective in accordance with clause 12.5(b)its terms and is not revoked. (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 4.2, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach breaches his obligations under the Confidentiality and Work for Hire Agreement and/or Section 6, 7 or 8 of clauses 14this Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) (x) date of such breach, the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in Section 4.2(b). The foregoing provisions of this Section 4.2 shall not affect: (i) the additional Executive’s receipt of benefits prescribed by clause 12.3(a)(ii). otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (cii) The Executive agrees that the payments contemplated by this clause 12.3 Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award the Company’s 401(k) plan (if any). In no event shall the Company’s obligations to the Executive exceed the sum of the Accrued Obligations, the benefits provided in connection with Section 4.2(b), if applicable, and the termination benefits contemplated by this paragraph, regardless of the manner of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesemployment.

Benefits Upon Termination. (a) If this Agreement is terminated for At any reason by the Company or by the Executive (in such a case, the date on which time after the Executive’s employment by the Company terminates is referred to as the “Severance Date”)'s Termination, the Company shall have no further obligation be required to make or provide the following benefits to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay to the Executive concurrently with the Termination Date and subject to the terms of the Release attached as Exhibit A, a cash lump sum payment of the annual salary of Executive on the Termination Date, but in no event less than $136,025; and (orb) In addition to the cash benefits payable pursuant to Section 2(a) hereof, all Phantom Units (as defined in the event Restricted Unit Plan) and similar awards granted to Executive by the Company shall immediately vest on the Termination Date, notwithstanding any existing vesting schedule or other terms set forth in any plan or agreement governing the term of his death, the Executive’s estate) his Accrued Obligations;such restricted stock awards and similar awards. (iic) In the event the Executive elects to continue medical and/or dental coverage under COBRA, the Company will pay the required premiums for a period of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted six months. (d) Any incentive compensation due in accordance with any Incentive Compensation Plan then in effect. (e) The Company shall make any payment required to be made under this Agreement in cash and on demand. Any payment required to be paid by the Company under this Agreement which is not paid within five days of receipt by the Company of Executive's demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at the highest nonusurious rate per annum allowed by applicable law from the date such payment becomes delinquent to the Executive shall be automatically accelerated so that date of payment of such award shall be vested in full as of the Severance Date; anddelinquent sum. (iiif) In the event that there is any change to the Code which results in the recodification of a Change Section 280G (Excess Parachute Payments) or Section 4999 of Control Terminationthe Code, or in the Company shall pay event that either such section of the Executive in one lump sumCode is amended, subject to tax withholding and replaced or supplemented by other authorized deductions, an amount equal to US$5 million provisions of the Code of similar import (the “Severance Benefit”"Successor Provisions"), subject then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the Executive’s execution intent of the documents parties as expressed herein, which is to assure that Executive is in accordance with clause 12.5(b)the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 or any Successor Provisions had not been imposed. (bg) Notwithstanding As a condition to Executive receiving severance compensation, the foregoing provisions of this clause 12.3, if any of employee will execute a severance and release agreement in the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 form attached hereto as Exhibit A. (whether prior to or after the Severance Dateh) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy benefits of this Agreement if Terminated for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesCause as defined herein.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his her death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million (two times her Base Salary. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 5.8(a), subject the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twenty-four (24) consecutive months, with the first installment payable in the month following the month in which the Executive’s execution Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the documents in accordance with clause 12.5(baggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal 1/24th of the Severance Benefit.). (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches her obligations under Section 6 or under any other agreement that imposes restrictions with respect to the Executive’s activities at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Executive’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Executive’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Executive’s rights to continued health coverage under COBRA; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his the Executive’s death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company is terminated by the Company without Cause (and other than due to the Executive’s death or a good faith determination by the Board that the Executive has incurred a Disability), the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control TerminationSubject to Section 5.3(b)(ii) below, the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million six (6) months of the Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 19.1, the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of six(6) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one-sixth (1/6th)). (ii) The Company shall pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided, however, that, the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 19.1, commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage in the sixth (6th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent that the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (c) If, during the Period of Employment, there is a Change in Control and the Executive’s employment with the Company is terminated by the Company without Cause (and other than due to the Executive’s death or a determination by the Board that the Executive has incurred a Disability), or by the Executive for Good Reason, in each case within two (2) months prior to or within twelve (12) months following the Change in Control, then the Executive shall be entitled to the following benefits: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to six (6) months of the Executive’s execution of Base Salary at the documents annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “CIC Severance Benefit.” Subject to Section 19.1, the Company shall pay the CIC Severance Benefit to the Executive in substantially equal installments in accordance with clause 12.5(bthe Company’s standard payroll practices over a period of six(6) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate CIC Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one-sixth (1/6th). (bii) The Company shall pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided, however, that, the Company’s obligation to make any payment or reimbursement pursuant to this clause (iii) shall, subject to Section 19.1, commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage in the sixth (6th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent that the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) All outstanding stock options and other equity compensation awards granted to Executive by the Company shall become fully vested and free from forfeiture restrictions as of the Severance Date. In all other respects, the stock options and other equity compensation awards shall be governed by the applicable award agreement and plan under which the award was granted. (iv) For the avoidance of doubt, to the extent that the Executive is entitled to severance payments and benefits under Section 5.3(c), Executive shall not be entitled to severance payments and benefits under Section 5.3(b). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches the Executive’s obligations under Section 6 at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to, and the Company shall no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit or CIC Severance Benefit, as applicable; provided, however, that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit or CIC Severance Benefit, as applicable, payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4. (e) The foregoing provisions of this Section 5.3 shall not affect: (a) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (b) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (aA) If the Executive is terminated by the Company for any reason other than for cause, performance reasons, retirement, total disability or death, or if this Agreement is not renewed by the Company, pursuant to Section 2.A., the Executive shall be entitled certain benefits. The benefits shall consist of (i) salary continuation at the salary the Executive was receiving at the time of termination and (ii) the Executive’s continued participation in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination on the same basis as the Executive had participated as an employee. The salary continuation and continued participation in any health and welfare benefit plan shall be for twelve (12) months. B) However, if the Executive is terminated for any reason by the Company or within twelve (12) months of a Change of Control as defined in this Agreement, the Executive shall be entitled to an additional twelve (12) months of salary continuation and continued participation in any health and welfare benefit plan for a total of twenty-four (24) months salary continuation and participation in the health and welfare benefit plan. C) Termination by the Executive (in such a case, the date on which the Executive’s of his employment by the Company terminates is referred to as the for “Severance Date”), the Company good reason” shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as followsmean termination based on: (i) The Company shall pay subsequent to a Change in Control of the Executive (orCompany, in the event of his death, and without the Executive’s estate) his Accrued Obligations; (ii) In express written consent, the event assignment to Executive of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company any duties inconsistent with those duties prior to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Terminationin Control, the Company shall pay the Executive or a change in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control, or any removal of the documents in accordance with clause 12.5(b). (b) Notwithstanding Executive from, or any failure to re–elect the foregoing provisions of this clause 12.3Executive, if to any of the events set forth in clause 12.1(b)such positions, which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award except in connection with the termination of the Executive’s Appointment) shall constitute employment for Cause, Disability or Retirement or as a result of the exclusive and sole remedy for Executive’s death or by the Executive and other than for good reason; (ii) subsequent to a Change in Control of the Company, a reduction by the Company in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time; (iii) subsequent to a Change in Control of the Company, a failure by the Company to continue any bonus plans in which the Executive covenants not is presently entitled to assert participate (the “Bonus Plans”) as the same may be modified from time to time but substantially in the form currently in effect, or pursue a failure by the Company to continue the Executive as a participant in the Bonus Plans on at least the same basis as the Executive presently participates in accordance with the Bonus Plans; (iv) subsequent to a Change in Control of the Company and without the Executive’s express written consent, the Company’s requiring the Executive to be based anywhere other than within fifty (50) miles of the Executive’s present office location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations; (v) subsequent to a Change in Control of the Company, the failure by the Company to continue in effect any other remediesbenefit or compensation plan, stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health–and–accident plan or disability plan in which the Executive is participating at law the time of a Change in Control of the Company (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive’s participation in equityor materially reduce the Executive’s benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with respect the number of paid vacation days to which the Executive is then entitled in accordance with the Company’s normal vacation policy in effect on the date hereof; (vi) subsequent to a Change in Control of the Company, the failure by the Company to obtain the assumption of this Agreement by any successor; or (vii) subsequent to a Change in Control of the Company, any purported termination of the AppointmentExecutive’s employment which is not effected pursuant to the terms of this Agreement. The Company and No such purported termination shall be effective. D) If the Executive acknowledge and agree that there is no duty terminates his employment for a “good reason,” the Executive shall be entitled to the same benefits as provided in paragraph B of this section. E) Upon a Change of Control, notwithstanding any other agreement, all stock, restricted stock, stock options or restricted stock options of the Executive shall become fully vested to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages100%.

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a caseSubject to Section 9 hereof, the date on which if the Executive’s termination of employment by with the Company terminates is satisfies the conditions set forth in Section 2, then the Executive will be paid the equivalent of twelve (12) month’s pay based on an amount equal to the Executive’s highest annual base salary during the three year period immediately prior to the Date of Termination, plus an amount equal to one (1) times the highest annual incentive bonus paid during the three year period prior to the Date of Termination (collectively, hereinafter referred to as the “Severance DatePay”), . The Severance Pay shall be paid in a lump sum payment within thirty (30) days of the Company Date of Termination. Payments made under this subsection (a) shall have no further obligation to make or provide not be taken into account under any other retirement plan of the Company. (b) With respect to the Executive, and the Executive shall have no further right to receive or obtain from ’s continued coverage under the Company’s health insurance plan, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his deathsuccessor plan, the Executive’s estate“qualifying event” for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) shall be his Accrued Obligations; (ii) In Date of Termination from the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to Company. If the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Terminationelects to continue health plan coverage pursuant to COBRA, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution COBRA premiums for a period terminating on the earlier of (i) twelve (12) months from the documents in accordance Date of Termination or (ii) the cessation of COBRA eligibility and coverage for the Executive (without regard to any other COBRA qualified beneficiary). The Company’s obligation with clause 12.5(b). respect to subsection (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or continue only if the Executive satisfies on a timely basis all of his obligations under COBRA. As applicable, continued coverage under this subsection (b) shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) coordinated with corresponding benefits that the Executive shall not may be entitled eligible to claim any compensation or damages for or in respect of or by reason of such termination and (y) receive under the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii)Officer Retiree Medical Plan. (c) The All unpaid benefits set forth in this section shall be forfeited if the Executive agrees that violates any material provision of this Agreement including, without limitation, the payments contemplated by this clause 12.3 Confidentiality and Nonsolicitation Agreement set forth in Section 7. (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of d) If the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment with the Appointment. The Company and does not satisfy the Executive acknowledge and agree that there is conditions set forth in Section 2, no duty of the Executive to mitigate damages payment or benefits shall be provided under this Agreement. All amounts paid to This Agreement does not, and is not intended to, limit any rights or benefits of the Executive pursuant to clause 12.3 shall any other non-severance type plan, policy or written agreement; provided, however, that this Agreement is intended to be paid without regard to whether the sole agreement governing severance-type benefits. Under no circumstances will the Executive has taken be entitled to or takes actions eligible for any other severance type benefits from the Employer, including any obligations that existed under any prior agreements including but not limited to mitigate damagesprior severance agreements or under the Unified Grocers’ Separation Payment Program.

Benefits Upon Termination. under Section 2(b)(iii). ------------------------------------------------- (a) If this Agreement is terminated for any reason by Upon (i) the Company termination (voluntary or by involuntary) of the employment of the Executive under circumstances described in Section 2(b)(iii) above, or (ii) the termination of the employment of the Executive without Cause within 180 days of a Change in Control and in contemplation of such a caseChange in Control, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right be entitled to receive the benefits specified in this Section 4. The amounts due to the Executive under subparagraphs (i), (ii) and (iii) of this Section 4(a) shall be paid to the Executive not later than one business day prior to the date that the termination of the Executive's employment becomes effective. All benefits to the Executive pursuant to this Section 4 shall be subject to any applicable payroll or obtain from the Company, any payments or benefits or compensation or damages except as follows:other taxes required by law to be withheld. (i) The Company shall pay to the Executive (or, in any and all amounts earned by the event Executive through the date of his death, the Executive’s estate) his Accrued Obligationstermination; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the The Company shall pay to the Executive shall be automatically accelerated so that such award shall be vested in full as any and all amounts payable to the Executive pursuant to any standard or general severance policy of the Severance Date; andCompany; (iii) In in lieu of any further base salary payments to the event Executive for periods subsequent to the date that the termination of a Change of Control Terminationthe Executive's employment becomes effective, the Company shall pay as severance pay to the Executive a lump-sum cash amount equal to two (2) times the Executive's Annualized Includable Compensation for the Base Period. For the purpose of this paragraph 4(a)(iii), the Base Period shall mean the five most recent taxable years ending before the date on which the Change in Control occurs or such portion of which the Executive was employed by the Company; (iv) the Company shall also reimburse the Executive for all legal fees and expenses incurred by the Executive as a result of such termination of employment (including all fees and expenses, if any, incurred by the Executive in one lump sum, subject seeking to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject obtain or enforce any right or benefit provided to the Executive by this Agreement whether by arbitration or otherwise); (v) the Company shall, at the Executive’s execution 's request, also pay the costs of health care benefits for Executive and Executive's dependents under the plan in which Executive was enrolled prior to the date of termination or under a plan which provides equal benefits thereto for a period of eighteen (18) months from the date of termination; and (vi) any and all contracts, agreements or arrangements between the Company and the Executive prohibiting or restricting the Executive from owning, operating, participating in, or providing employment or consulting services to, any business or company competitive with the Company at any time or during any period after the date the termination of the documents Executive's employment becomes effective, shall be deemed terminated and of no further force or effect as of the date the termination of the Executive's employment becomes effective, to the extent, but only to the extent, such contracts, agreements or arrangements so prohibit or restrict the Executive; provided that the foregoing provisions shall not constitute a license or right to use any proprietary information of the Company and shall in accordance with clause 12.5(b)no way affect any such contracts, agreements or arrangements insofar as they relate to nondisclosure and nonuse of proprietary information of the Company notwithstanding the fact that such nondisclosure and nonuse may prohibit or restrict the Executive in certain competitive activities. (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the The Executive shall not be entitled required to claim mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise. The amount of any payment or benefit provided in this Section 4 shall not be reduced by any compensation or damages for or in respect of or earned by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed as a result of any employment by clause 12.3(a)(ii)another employer or from any other source. (c) The In the event that any payment or benefit received or to be received by the Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with a Change in Control of the Company or termination of the Executive’s Appointment) shall constitute 's employment (whether payable pursuant to the exclusive and sole remedy for the Executive and the Executive covenants not to assert terms of this Agreement or pursue any other remediesplan, at law contract, agreement or arrangement with the Company, with any person whose actions result in a Change in Control of the Company or with any person constituting a member of an "affiliated group" as defined in Section 280G(d)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), with the Company or with any person whose actions result in a Change in Control of the Company) (collectively, the "Total Payments") would not be deductible (in whole or in equity, with respect to any termination part) by the Company or such other person making such payment or providing such benefit solely as a result of Section 280G of the Appointment. The Company and Code, the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid amount payable to the Executive pursuant to clause 12.3 Section 4(a) hereof shall be paid without regard reduced until no portion of the Total Payments is not deductible solely as a result of Section 280G of the Code or such amount payable to the Executive pursuant to Section 4(a) is reduced to zero. For purposes of this limitation, (a) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Company and acceptable to the Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code (such as payments payable pursuant to the Company's standard or general severance policies); (b) the payment pursuant to Section 4(a) shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in the immediately preceding clause (a)) in their entirety constitute reasonable compensation within the meaning of Section 280G(b)(4)(B) of the Code, in the opinion of the tax counsel referred to in the immediately preceding clause (a); and (c) the value of any other non- cash benefit or of any deferred cash payment included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. In case of uncertainty as to whether all or some portion of a payment is or is not payable to the Executive has taken or takes actions under this Agreement, the Company shall initially make the payment to mitigate damagesthe Executive, and the Executive agrees to refund to the Company any amounts ultimately determined not to have been payable under the terms hereof.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his the Executive’s death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company is terminated by the Company without Cause (and other than due to the Executive’s death or a good faith determination by the Board that the Executive has incurred a Disability), the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control TerminationSubject to Section 5.3(b)(ii) below, the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million twelve (12) months of the Executive’s Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 19.1, the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one-twelfth (1/12th)). (ii) The Company shall pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided, however, that, the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 19.1, commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage in the twelve (12th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent that the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (c) If, during the Period of Employment, there is a Change in Control and the Executive’s employment with the Company is terminated by the Company without Cause (and other than due to the Executive’s death or a determination by the Board that the Executive has incurred a Disability), or by the Executive for Good Reason, in each case within two (2) months prior to or within twelve (12) months following the Change in Control, then the Executive shall be entitled to the following benefits: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to twelve (12) months of the Executive’s execution of Base Salary at the documents annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “CIC Severance Benefit.” Subject to Section 19.1, the Company shall pay the CIC Severance Benefit to the Executive in substantially equal installments in accordance with clause 12.5(bthe Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate CIC Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one-twelfth (1/12th). (bii) The Company shall pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided, however, that, the Company’s obligation to make any payment or reimbursement pursuant to this clause (iii) shall, subject to Section 19.1, commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage in the twelfth (12th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent that the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) All outstanding stock options and other equity compensation awards granted to Executive by the Company shall become fully vested and free from forfeiture restrictions as of the Severance Date. In all other respects, the stock options and other equity compensation awards shall be governed by the applicable award agreement and plan under which the award was granted. (iv) For the avoidance of doubt, to the extent that the Executive is entitled to severance payments and benefits under Section 5.3(c), Executive shall not be entitled to severance payments and benefits under Section 5.3(b). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches the Executive’s obligations under Section 6 at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to, and the Company shall no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit or CIC Severance Benefit, as applicable; provided, however, that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit or CIC Severance Benefit, as applicable, payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4. (e) The foregoing provisions of this Section 5.3 shall not affect: (a) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (b) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which Upon termination of the Executive’s employment for any reason, unless otherwise required by the Company terminates is referred to as the “Severance Date”)law, the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages after his last day of employment (the “Separation Date”), except as follows: (a) The Company shall pay the Executive any Accrued Obligations (as defined in Section 5.4). The Accrued Obligations shall be paid within the time required by law or when otherwise due pursuant to any applicable Company plan or policy. In the event of the Executive’s death, the Accrued Obligations shall be paid to such beneficiary as is required by law. In addition, the Executive shall be entitled to: (i) receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act to continue participation in medical, dental, hospitalization and life insurance coverage at his own expense; and (iii) any benefits available to the Executive pursuant to Company’s 401(k) plan (if any), according to the plan provisions applicable upon termination of employment. (b) If the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.4 below), the Company shall provide Executive with the following severance benefits: (i) The Company shall pay Executive, as severance, the Executive equivalent of twelve (or, in the event 12) months of his deathBase Salary, subject to standard payroll deductions and withholdings, which will be paid over the twelve (12) month period following the Separation Date, on the Company’s regular payroll dates running from the Separation Date; provided, however, that for compliance with Internal Revenue Code Section 409A, no payments will begin prior to the 60th day following the Separation date. On that 60th date, the Executive’s estate) his Accrued Obligations;Company will pay a lump sum payment to Executive equal to the payments that would have been paid earlier but for compliance with Section 409A, with the balance paid thereafter as originally scheduled; and (ii) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue his coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (1) the duration of the salary continuation period set forth in Section 5.2(b)(i) above; (2) the date Executive becomes eligible for group health insurance coverage through a new employer; or (3) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the 1pecial Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. In the event the Company opts for the Special Cash Payments, then on the sixtieth (60th) day following the Separation Date, the Company will make the first payment to Executive under this paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Executive through such date had the Special Cash Payments commenced on the first day of the first month following the Separation Date through such sixtieth (60th) day, with the balance of the Special Cash Payments paid thereafter on the schedule described above. (c) If the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by Termination (as defined in Section 5.4 below) within twelve (12) months following the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event date of a Change of Control Termination(as defined in Section 5.4 below), the Company shall pay Executive, as severance, the Executive in one lump sumequivalent of twelve (12) months of his Base Salary, subject to tax withholding standard payroll deductions and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b). (b) Notwithstanding the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(b)withholdings, which give rise to will be paid over the twelve (12) month period following the Separation Date, on the Company’s regular payroll dates running from the Separation Date and as to each Company stock option to terminate this Agreementgrant and restricted stock award, shall have occurred prior to the Severance Date or if any, held by the Executive on the Separation Date, all outstanding options shall be in breach of clauses 14automatically accelerate and become vested on the Separation Date. In all other circumstances involving Involuntary Termination, 15 or 16 (whether prior to or after the Severance Date) (x) the any and all then unvested Company options, stock option grants, and restricted stock awards held by Executive shall not be entitled become subject to claim any compensation accelerated vesting in the amount of the greater of twelve (12) months or damages for or in respect of or by reason of such termination and fifty percent (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii50%). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that Termination (as such award shall be vested term is defined in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationSection 5.5), the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an Base Salary for 12 months (the period described as the “Severance Period”). Such amount equal is referred to US$5 million (hereinafter as the “Severance Benefit”.” Subject to Section 5.8(a), subject the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of 12 months, with the first installment payable in the month following the month in which the Executive’s execution of employment with the documents in accordance with clause 12.5(b)Company terminates. (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 or any material obligation under any other agreement signed by the Executive and the Company or any of its Affiliates that imposes restrictions with respect to the events set forth Executive’s activities at any time, from and after the date of such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Executive’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Executive’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Executive’s rights to continued health coverage under COBRA; (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination of Company’s 401(k) plan (if any); and (iv) the Executive’s Appointment) shall constitute the exclusive and sole remedy receipt of any accrued but unpaid Incentive Bonus for the Executive and most recently ended Bonus Year, payable at the Executive covenants not to assert or pursue any other remedies, at law or time provided in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesSection 3.2.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 5.5); (iib) In If, during the event Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by Termination (as defined in Section 5.5) and if the Company to Severance Date occurs after the Executive shall be automatically accelerated so that such award shall be vested in full as last day of the Severance eighteenth (18th) month anniversary of the Hire Date (the “Cutoff Date; and (iii) In the event of a Change of Control Termination”), the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the Executive’s Base Salary (at the rate in effect immediately prior to the termination of the Executive’s employment) for a period equal to the applicable Severance Period (as defined below). Such amount is referred to hereinafter as the “Severance Benefit”.” Any Severance Benefit due to Executive pursuant to this Section 5.3(b)(i) shall be paid in equal monthly installments during the applicable Severance Period, with the first such installment to be paid in the month following the month in which Executive’s Separation from Service occurs (and in all events no portion of the Severance Benefit will be paid more than twelve (12) months after the end of the Company’s fiscal year in which the Severance Date occurs). As used herein, “Severance Period” means one (1) month plus one (1) additional month for each full year of employment of the Executive by the Company between the Cutoff Date and the Severance Date, if any, but in no event exceeding six (6) months; a “Separation from Service” occurs when Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), subject without regard to the Executive’s execution of the documents in accordance with clause 12.5(b). (b) optional alternative definitions available thereunder. Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach breaches his obligations under Section 6 of clauses 14this Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) (x) date of such breach, the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit. The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance otherwise due terminated employees consistent with the terms of such award in connection with the termination of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert applicable Company welfare benefit plan or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesapplicable law.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to herein as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations (as defined in Section 5.5); (b) If, during the Period of Employment Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5) or Executive’s employment with the Company terminates upon the expiration of the Period of Employment pursuant to a Notice of Non-Renewal given by the Company, and in either case subject to the Executive signing, delivering and not revoking a general release as set forth in Section 5.4, the Company shall provide the following severance benefits to Executive: (i) The Company shall pay the Executive (in addition to the Accrued Obligations;) an amount equal to 100% of the Executive’s Base Salary at the annual rate in effect on the Severance Date. The Company shall pay such amount to the Executive in equal installments, less tax withholdings and other authorized deductions, in accordance with the Company’s normal payroll practices then in effect following the Severance Date through the twelve (12) month anniversary of the Severance Date. (ii) In The Company shall pay the event cost of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for Executive shall be automatically accelerated so that such award shall be vested (and, if applicable, Executive’s eligible dependents) as in full as effect immediately prior to the Severance Date, for a period commencing on the Severance Date and ending on the earlier to occur of (A) the date the Executive becomes eligible for medical coverage with another employer and (B) the 6-month anniversary of the Severance Date; and. (iii) In the event that Executive’s employment with the Company terminates as a result of an Involuntary Termination or a Notice of Non-Renewal delivered by the Company (or its successor) within twelve (12) months following a Change of Control TerminationControl, the Company shall shall, in addition to the amounts in (i) and (ii) of this Section 5.3(b), (A) pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million a pro rated portion of Executive’s target Incentive Bonus for the fiscal year in which the termination occurs; and (B) in accordance with Section 3.4 of this Agreement and the “Severance Benefit”)terms and conditions of the Option Agreement, Executive shall fully vest in any unvested shares subject to the Option. For purposes of clarity, in the event the Executive’s execution employment terminates upon the expiration of the documents in accordance with clause 12.5(b). (b) Notwithstanding Period of Employment pursuant to a Notice of Non-Renewal given by the foregoing provisions of this clause 12.3Executive, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation payment pursuant to this Section 5.3(b); and in the event the Executive’s employment terminates upon the expiration of the Period of Employment (whether pursuant to a Notice of Non-Renewal given by the Company or damages for the Executive), the Executive’s outstanding options shall continue to be governed in accordance with their terms (including, without limitation, the terms applicable to a termination of the Executive’s employment). Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under the Confidentiality Agreement and/or Section 7 or in respect 8 of or by reason this Agreement at any time, from and after the date of such termination breach, (x) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in Section 5.3(b), and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect: (i) the additional Executive’s receipt of benefits prescribed by clause 12.3(a)(ii). otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (cii) The Executive agrees that the payments contemplated by this clause 12.3 Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award the Company’s 401(k) plan (if any). In no event shall the Company’s obligations to the Executive exceed the sum of the Accrued Obligations, the benefits provided in connection with Section 5.3(b), if applicable, and the termination benefits contemplated by this paragraph, regardless of the manner of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagestermination.

Benefits Upon Termination. (a) If Executive’s employment by the Association shall be terminated subsequent to a Change in Control and during the term of this Agreement is terminated by (i) the Association for other than Cause, or (ii) Executive for Good Reason, then the Association shall: (1) pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to: (i) one (1) times the greater of: (i) Executive’s base salary in effect as of the Date of Termination, or (ii) Executive’s base salary immediately prior to a Change in Control, (ii) one (1) times the highest rate of bonus earned by Executive from the Association in any reason one of the three calendar years immediately preceding the year in which the termination occurs, and (iii) payable by lump sum within ten (10) business days of the Date of Termination. (2) cause to be continued at no cost to Executive, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Company or Association for Executive prior to Executive’s termination for twelve (12) months. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Association to penalties, then the Association shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (in such a case10) business days of the Date of Termination, or if later, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so Association determines that such award shall insurance coverage (or the remainder of such insurance coverage) cannot be vested in full as of provided for the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b)foregoing reasons. (b) Notwithstanding In no event shall the foregoing provisions payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of this clause 12.3the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if any necessary, to an amount, the value of the events set forth in clause 12.1(b), which give rise is one dollar ($1.00) less than an amount equal to the Companythree (3) times Executive’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award “base amount,” as determined in accordance with the terms of such award in connection with the termination Section 280G of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination Code. The reduction of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under Termination Benefits provided by this Agreement. All amounts paid Section 3 shall be applied to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagescash severance benefits otherwise payable under Section 3(a) hereof.

Benefits Upon Termination. (a) If Except with respect to a termination by Employer or Lively in connection with a Change in Control, which termination shall be governed by Section 10.D and Section 10.E of this Agreement Agreement, respectively, if Lively’s employment by Employer is terminated during the Term for any reason by the Company Employer or by the Executive Lively (in such a any case, the date on which the Executivethat Lively’s employment by the Company Employer terminates is referred to as the “Severance Date”), the Company Employer shall have no further obligation to make or provide to the ExecutiveLively, and the Executive Lively shall have no further right to receive or obtain from the CompanyEmployer, any payments or benefits or compensation or damages except as follows: (i) The Company [1] Employer shall pay Lively any Accrued Obligations (as hereinafter defined); [2] If, during the Executive Term, Lively’s employment with Employer terminates as a result of termination by Employer without Cause, Employer shall pay Lively (or, in addition to the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum), subject to tax withholding and other authorized deductions, an amount equal to US$5 million six (6) months of his Base Salary at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit”). Subject to Section 11, subject Employer shall pay the Severance Benefit to the Executive’s execution of the documents Lively in substantially equal installments in accordance with clause 12.5(b). Employer’s standard payroll practices over a period of six (b6) consecutive months, with the first installment payable in the month following the month in which Lively’s Separation from Service (as defined in Section 10.G) occurs. For any avoidance of doubt and for purposes of clarity, except as set forth in Sections 10.D and E, the termination of Lively’s employment for any reason other than by Employer without Cause shall only entitle Lively to the payment of the Accrued Obligations and shall not give rise to the payment of any Severance Benefits pursuant to this Section 10.C[2]. [3] Notwithstanding the foregoing provisions of this clause 12.3Section 10.C, if Lively materially breaches his obligations under Section 22 or Section 23 of this Agreement at any of the events set forth in clause 12.1(b)time, which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or from and after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason date of such termination breach and (y) the Executive shall not in any way in limitation of any right or remedy otherwise available to Employer, Lively will no longer be entitled to, and Employer will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that Severance Benefit. In such event, the payments first installment of the Severance Benefit contemplated by Section 10.C[2] shall, in and of itself, constitute good and sufficient consideration for Lively’s release contemplated by Section 10.F. [4] The foregoing provisions of this clause 12.3 Section 10.C shall not affect: (and any i) Lively’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable acceleration Employer welfare benefit plan; (ii) Lively’s rights under the Consolidated Omnibus Budget Reconciliation Act of vesting 1985, as amended (“COBRA”); or (iii) Lively’s receipt of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveEmployer’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Officer’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Officer (in such a any case, the date on which that the ExecutiveOfficer’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the ExecutiveOfficer, and the Executive Officer shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive Officer (or, in the event of his her death, the ExecutiveOfficer’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment, the Officer’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive Officer (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million one (1) times her annualized Base Salary. Such amount is referred to hereinafter as the “Severance Benefit”.” Subject to Section 5.8(a), subject the Company shall pay the Severance Benefit to the Executive’s execution of the documents Officer in substantially equal installments in accordance with clause 12.5(bthe Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable on the last day of the month following the month in which the Officer’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal 1/12th of the Severance Benefit.). (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Officer breaches his obligations under Section 6 or under any other agreement that imposes restrictions with respect to the Officer’s activities at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall Officer will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided that, if the Officer provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Officer be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Officer’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Officer’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Officer’s rights to continued health coverage under COBRA; (iii) the Officer’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination Company’s 401(k) plan (if any); or (iv) the Officer’s rights (if any) to stock options or other equity-based awards or incentive previously granted, which shall be governed by the terms of the Executive’s Appointment) shall constitute the exclusive applicable equity incentive plan and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointmentaward documents. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages.​

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to herein as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations (as defined in Section 5.5); (b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), and subject to the Executive signing, delivering and not revoking a general release as set forth in Section 5.4, the Company shall provide the following severance benefits to the Executive: (i) The Company shall pay the Executive (in addition to the Accrued Obligations;) an amount equal to 100% of the Executive’s Base Salary at the annual rate in effect on the Severance Date. Subject to Section 24.2, the Company shall pay such amount to the Executive in twelve (12) equal monthly installments, less tax withholdings and other authorized deductions, over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (ii) The Company shall pay to Executive a pro rata portion of the Incentive Bonus that Executive would have been entitled to receive had he remained employed through the end of the fiscal year in which he was terminated in accordance with the terms of Section 3.2 above (the “Pro Rata Bonus”). The Pro Rata Bonus will be calculated in the same manner and paid at the same time that the Incentive Bonus would have been paid in accordance with Section 3.2 above, provided, however, that the Pro Rata Bonus shall be determined by multiplying the Incentive Bonus that would have been paid to the Executive by a fraction in which the numerator is the number of days that Executive was actively employed by the Company during the applicable fiscal year and the denominator is 365. (iii) The Company shall pay the cost of the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the Severance Date, for a period commencing on the Severance Date and ending on the earlier to occur of (A) the date the Executive becomes eligible for medical coverage with another employer and (B) the 12-month anniversary of the Severance Date. To the extent that the payment of any COBRA premiums pursuant to this Section 5.3(b)(ii) are taxable to Executive, any payment due to Executive pursuant to this section shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The Executive’s right to payment of such premiums is not subject to liquidation or exchange for another benefit and the amount of such benefits that the Executive receives in one taxable year shall not affect the amount of such benefits that the Executive receives in any other taxable year. (iv) As to each then-outstanding equity award then held by the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the date of such termination. As to each then-outstanding equity award held by the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for twelve (12) months after the date of such termination. (v) In the event that Executive’s employment with the Company terminates as a result of an Involuntary TerminationTermination within twelve (12) months following a Change of Control, each outstanding the Company shall, in addition to the amounts in (i) and (ii) of this Section 5.3(b), (A) pay the Executive an amount equal to a pro-rated portion of the Executive’s target Incentive Bonus for the fiscal year in which the termination occurs (such payment to be made, subject to Section 24.2 and less tax withholdings and other authorized deductions, in a lump sum in the month following the month in which the Executive’s Separation from Service occurs); and (B) the Executive shall fully vest in any unvested shares subject to any option, restricted stock, restricted stock award unit or any other stock-based form of equity award granted by the Company to the Executive (and all future awards shall be automatically accelerated so that such award shall be vested include vesting acceleration provisions consistent with this Section 5.3(b)(iv)). For purposes of clarity, in full as of the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution employment terminates upon the expiration of the documents Period of Employment, the Executive’s outstanding options shall continue to be governed in accordance with clause 12.5(btheir terms (including, without limitation, the terms applicable to a termination of the Executive’s employment). (b) . Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach breaches his obligations under the Confidentiality Agreement and/or Section 7 or 8 of clauses 14this Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) date of such breach, (x) the Executive shall not will no longer be entitled to, and the Company will no longer be obligated to claim pay, any compensation or damages for or remaining unpaid portion of any benefits provided in respect of or by reason of such termination Section 5.3(b), and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to make available to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees or the Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans; provided, however, that if the payments Executive provides the release contemplated by Section 5.4, the Executive shall only be entitled to $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4. The foregoing provisions of this clause 12.3 Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and any applicable acceleration life insurance coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award the Company’s 401(k) plan (if any). In no event shall the Company’s obligations to the Executive exceed the sum of the Accrued Obligations, the benefits provided in connection with Section 5.3(b), if applicable, and the termination benefits contemplated by this paragraph, regardless of the manner of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagestermination.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as such term is defined in Section 5.5); (iib) In If, during the event Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that Termination (as such award shall be vested term is defined in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationSection 5.5), the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an Base Salary for 12 months (the period described as the “Severance Period”). Such amount equal is referred to US$5 million (hereinafter as the “Severance Benefit”.” Subject to Section 5.8(a), subject the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of 12 months, with the first installment payable in the month following the month in which the Executive’s execution of employment with the documents in accordance with clause 12.5(b)Company terminates. (bc) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 or any material obligation under any other agreement signed by the Executive and the Company or any of its Affiliates that imposes restrictions with respect to the events set forth Executive’s activities at any time, from and after the date of such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Executive’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Executive’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Executive’s rights to continued health coverage under COBRA; (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination of Company’s 401(k) plan (if any); and (iv) the Executive’s Appointment) shall constitute receipt of any incentive benefit which has accrued but which has not yet been paid on the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesSeverance Date.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (iib) In If the event Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million one and one-half (1.5) times the Executive’s Base Salary at the annual rate in effect on the Severance Date. The amount determined pursuant to the preceding sentence is referred to hereinafter as the “Severance Benefit”.” Subject to Section ‎22(c), subject the Company shall pay the Severance Benefit to the Executive in equal monthly installments (rounded down to the nearest whole cent) over a period of eighteen (18) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the Executive’s Separation from Service and prior to the date of such payment. Notwithstanding the foregoing, however, if the Severance Date occurs in connection with or within eighteen (18) months after a Change in Control Event, the Severance Benefit shall be one and one-half (1.5) times the sum of the Executive’s Base Salary at the annual rate in effect on the Severance Date and the Applicable Bonus Amount and the Severance Benefit shall be payable to the Executive in a lump sum on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service. For these purposes, the “Applicable Bonus Amount” shall equal the Executive’s Retention Bonus or target Annual Bonus (as established by the Board or a committee thereof), as applicable, for the Company’s fiscal year in which the Severance Date occurs; provided that, if no such target Annual Bonus has been established for that fiscal year, the Applicable Bonus Amount shall be the Executive’s Retention Bonus or target Annual Bonus (as established by the Board or a committee thereof), as applicable, for the Company’s fiscal year immediately preceding the fiscal year in which the Severance Date occurs (and if no such target Annual Bonus was established for either such fiscal year, shall be the amount of the Retention Bonus or Annual Bonus actually paid to the Executive’s execution of , if any, for the documents in accordance with clause 12.5(bimmediately preceding fiscal year). (bii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that, the Company’s obligation to make any payment or reimbursement pursuant to this clause ‎(ii) shall, subject to Section ‎22(c), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth (18th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section ‎5.3(b)(ii) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences. (iii) The Company shall promptly pay to the Executive any Retention Bonus or Annual Bonus that would otherwise be paid to the Executive had the Executive’s employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid. (iv) As to any LTI awards, the Executive shall vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for eighteen (18) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date), with performance goals deemed achieved at target and the portion of the award that vests determined by multiplying the target amount of the award by a fraction (not greater than one), the numerator of which is the number of months of the Executive’s employment during the applicable performance period plus eighteen (18), and the denominator of which is the total number of months in such performance period (e.g., if the Executive is terminated without Cause twelve (12) months after the first grant, the Executive will receive a LTI payout in respect of the Initial LTI Award based on thirty (30) months of vesting (i.e., 83.33% of the target amount of $166,400) and receive $138,666.67). Notwithstanding the foregoing, if the Severance Date occurs in connection with or within eighteen (18) months after a Change in Control Event, any LTI awards shall be fully vested as of the Severance Date (with performance goals deemed achieved at target); and any LTI awards that vest pursuant to this paragraph shall be payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service. (c) If the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive (or the Executive’s estate) (i) any Retention Bonus or Annual Bonus with respect to any fiscal year that ended before the Severance Date (to the extent not theretofore paid) that would otherwise be paid to the Executive had the Executive’s employment with the Company not terminated (such payment to be made at the same time annual bonuses for the applicable fiscal year are paid to the Company’s executives generally) and (ii) an amount of the LTI award based on pro-rated vesting through the Severance Date based upon actual performance. (d) Notwithstanding the foregoing provisions of this clause 12.3Section ‎5.3, if the Executive breaches his obligations under the Confidentiality Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or any remaining unpaid amount contemplated by Section ‎5.3(b)(iii) or ‎5.3(b)(iv), or to any continued Company-paid or reimbursed coverage pursuant to Section ‎5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section ‎5.4, in no event shall the Executive be entitled to benefits prescribed pursuant to Section ‎5.3(b) of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by clause 12.3(a)(ii)Section ‎5.4. (ce) The Executive agrees that foregoing provisions of this Section ‎5.3 shall not affect: the payments contemplated by this clause 12.3 (and any Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable acceleration Company welfare benefit plan; the Executive’s rights under COBRA to continue health coverage; or the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, upon change of control event (section5.5d), or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; (iib) In If, during the event Period of an Involuntary TerminationEmployment, each outstanding option, restricted stock award or other stock-based award granted the Executive’s employment with the Company terminates as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million the sum of twenty-four (24) months of Executive’s Base Salary at the monthly rate in effect on the Severance Date, plus two (2) times any bonus Executive received, if applicable, for the fiscal year of the Company in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in a lump sum or, at the option of the Executive, in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelve month (12) months following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s execution of the documents in accordance with clause 12.5(bexecutives generally). (biv) As to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for Twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date. (c) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amount by Section 5.3(b)(iii). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits prescribed pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by clause 12.3(a)(ii)Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s employment by the Company terminates Corporation is referred to as terminated during the “Severance Date”)Term for any reason by the Corporation or by the Executive, or upon or following the expiration of the Term, the Company Corporation shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the CompanyCorporation, any payments or benefits or compensation or damages except as followsexcept: (ia) The Company the Corporation shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations; Obligations (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that as such award shall be vested in full as of the Severance Dateterm is defined below); and (iiib) In if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated either by the Corporation or the Executive due to the death or Disability of the Executive, by the Corporation other than for Cause (as such term is defined below), or by the Executive for any reason following (but not prior to) a Change in Control (as such term is defined below), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive (or, in the event of a Change of Control Terminationthe Executive’s death, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount Executive’s estate) a severance benefit equal to US$5 million two (2) times the “Severance Benefit”)Executive’s highest annualized rate of Base Salary in effect at any time during the Term. Subject to the conditions set forth in the following paragraph, the aggregate amount of such severance benefit shall be paid in a series of twenty-four (24) substantially equal monthly installments (without interest, with each installment equal to approximately 1/24th of the aggregate amount of the severance benefit) commencing with the month following the month in which the Executive’s employment by the Corporation terminates and continuing for the following twenty-three months until paid in full (subject to the Executive’s execution of compliance with the documents in accordance with clause 12.5(b). (b) Notwithstanding following paragraph and the foregoing provisions of this clause 12.3, if any of the events set forth in clause 12.1(bSection 6), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii).; and (c) if, during the Term (but not upon or following the expiration of the Term), the Executive’s employment is terminated by the Corporation without Cause or by the Executive for any reason following (but not prior to) a Change in Control (and, in each case, other than due to either (1) the Executive’s death, or (2) a good faith determination by the Board that the Executive has a Disability), the Corporation shall, subject to the conditions set forth in the following paragraph, also pay the Executive a one-time lump sum amount equal to a pro-rata portion of the bonus the Executive would have been entitled to under Section 3.2 for the year in which the termination of the Executive’s employment occurred (the amount of such pro-rata bonus to be determined by the Board in its reasonable discretion). As a condition precedent to any Corporation obligation to the Executive pursuant to Section 7.2(b) or (c) above, the Executive (or, in the event of his death, the Executive’s estate on behalf of the Executive) shall, upon or promptly following his last day of employment with the Corporation, provide the Corporation with a valid, executed, written Release (as such term is defined below) (in a form provided by the Corporation) and such release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Corporation shall have no obligation to make any payment to the Executive pursuant to Section 7.2(b) or (c) above unless and until the Release contemplated by this paragraph becomes irrevocable by the Executive in accordance with all applicable laws, rules and regulations. The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s Appointment) Section 7.2 shall constitute the exclusive and sole remedy for the Executive any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointmentemployment. The Company Corporation and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 Section 7.2 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The foregoing provisions of this Section 7.2 shall not affect: (1) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan; (2) the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act to continue participation in medical, dental, hospitalization and life insurance coverage; (3) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Corporation’s Profit Sharing Plan (401(k) plan) (if any); (4) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Corporation’s Executive Deferred Compensation Plan (nonqualified deferred compensation plan) (if any); (5) any rights that the Executive may have under and with respect to a stock option or restricted stock award, to the extent that such award was granted before the date that the Executive’s employment by the Corporation terminates and to the extent expressly provided in the written agreement evidencing such award; or (6) the continuing medical benefit obligation to the Executive pursuant to Section 3.7.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further Anther obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued ObligationsObligations (as defined in Section 5.5); (iib) In If, during the event Period of Employment, the Executive’s employment is terminated as a result of an Involuntary Termination, the Executive shall be entitled to the following benefits: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to (x) six (6) months of his Base Salary at the annual rate in effect on the Severance Date plus (y) one-half (50%) of the Executive’s target Incentive Bonus for the calendar year in which the Severance Date occurs, The Company shall pay such severance benefits to the Executive in a lump sum payment to be made within fourteen (14) days from the Severance Date. (iii) The Company shall continue to make available to the Executive, through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or otherwise, all group health, life and other similar insurance plans in which Executive participates on the Severance Date, and shall pay the cost of the Executive’s COBRA premiums for a period of six (6) months, or until Executive earlier becomes eligible for substantially equivalent benefits as a result of any new employment. (c) If a Change of Control occurs and, during the Period of Employment, the Executive’s employment is terminated as a result of an Involuntary Termination upon or within six (6) months following the date of such Change of Control, the Executive shall be entitled to the same benefits set forth in Section 5.3(b), except that (i) to the extent that the Change of Control is as a result of an IPO and Vector does not control the surviving entity, the vesting of each outstanding option, restricted stock award or other stock-equity based award granted by the Company to the Executive (including but not limited to the Equity Award herein granted) shall be automatically accelerated so that any portion or installment of such award scheduled to vest at any future date shall automatically vest as of the Severance date; and (ii) in the event of an Involuntary Termination within six months of a Change of Control other than a Change of Control described in Section 5.3(c)(i) above, the vesting of each outstanding option, restricted stock award or other equity based award granted by the Company to the Executive shall be automatically accelerated so that any portion or installment of such award scheduled to vest shall be vested in full as immediately vest to the extent of the Severance Date; and equivalent of six (iii6) In months of additional vesting from the event date of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b)termination. (bd) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if any of the events set forth in clause 12.1(b), which give rise to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14breaches his obligations under the Confidentiality Agreement at any time, 15 or 16 (whether prior to or from and after the Severance Date) date of such breach, (x) the Executive shall not will no longer be entitled to, and the Company will no longer be obligated to claim pay, any compensation or damages for or in respect of or by reason of such termination remaining unpaid severance benefits otherwise payable pursuant to this Section 5.3 (other than the Accrued Obligations), and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect; (i) the additional Executive’s receipt of benefits prescribed by clause 12.3(a)(ii). otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (cii) The Executive agrees that the payments contemplated by this clause 12.3 Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (and any applicable acceleration iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment40l(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).

Benefits Upon Termination. (a) If the Executive’s employment by the Bank is terminated subsequent to a Change in Control during the term of this Agreement is terminated by (i) the Bank for any reason by other than Cause, or (ii) the Company Executive for Good Reason, then the Bank shall: (1) pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to: (i) two (2) times the Executive’s base salary in effect as of the Date of Termination or, if greater, the Executive’s base salary in effect as of the date immediately prior to the date of the Change in Control, (ii) the highest level of cash incentive compensation earned by the Executive from the Bank in any one of the three calendar years immediately preceding the year in which the termination occurs, and (iii) payable by lump sum within ten (10) business days of the Date of Termination. (2) cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s termination, with the Executive responsible for his share of employee premiums, for twenty-four (24) months. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a casecash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (i) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so Bank determines that such award shall insurance coverage (or the remainder of such insurance coverage) cannot be vested in full as of provided for the Severance Date; and (iii) In the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b)foregoing reasons. (b) Notwithstanding In no event shall the foregoing provisions payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of this clause 12.3the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if any necessary, to an amount the value of the events set forth in clause 12.1(b), which give rise is one dollar ($1.00) less than an amount equal to the Companythree (3) times Executive’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award “base amount,” as determined in accordance with the terms of such award in connection with the termination Section 280G of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the AppointmentCode. The Company and reduction required among the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under Termination Benefits provided by this Agreement. All amounts paid Section 3 shall be applied to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagescash severance benefits otherwise payable under Section 3(a) hereof.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive Executive, or upon or following the expiration of the Period of Employment (in such a any case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations;Obligations (as such term is defined in Section 5.5). (iib) In If, during the event Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that Termination (as such award shall be vested term is defined in full as of the Severance Date; and (iii) In the event of a Change of Control TerminationSection 5.5), the Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million a severance benefit in certain amounts (the “Severance Benefit”) over certain periods of time (“Severance Period”) depending upon the timing of the Involuntary Termination, as follows: (i) If, after the Effective Date but before the 3rd anniversary of the Effective Date, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, Base Salary for a 24 month Severance Period plus a one time lump sum payment equal to two (2) times the amount of Executive’s Short Term Incentive Compensation Program bonus (see Section 3.3) for the fiscal year preceding the effective date of the termination (in the event that the Severance Date occurs prior to 5/31/2012, the Company’s Compensation Committee shall determine the amount of the Short Term Incentive Compensation Program bonus subject to this section 5(b)(i)) (collectively, the Severance Benefit for the purposes of this Section 5.3(b)(i)). In the event that the Severance Date occurs after a fiscal year end but prior to the time a Short Term Incentive Compensation Program bonus payment is made in accordance with Section 3.2, the Company shall also pay the Executive, subject to tax withholding and other authorized deductions, Executive’s Short Term Incentive Compensation Program bonus in accordance with Section 3.2, as determined by the Company’s Compensation Committee. The Company shall also pay the continuing COBRA/insurance premium for the Executive’s execution benefits for a period equal to the shorter of (i) 24 months, and (ii) such time as Executive secures employment. Subject to Section 5.7, the documents Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with clause 12.5(b)the Company’s standard payroll practices over a period of 24 months, with the first installment payable in the month following the month in which the Executive’s employment with the Company terminates. All unvested equity awards shall terminate in accordance with their terms. (bii) If the Period of Employment has been extended pursuant to Section 2, and the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5) during any such extension, the Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, a Severance Benefit in accordance with the Company’s standard Severance Policy then in effect. (c) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive breaches his obligations under Section 6 or any material obligation under any other agreement signed by the Executive and the Company or any of its Affiliates that imposes restrictions with respect to the events set forth Executive’s activities at any time, from and after the date of such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional benefits prescribed Severance Benefit; provided however that, the Company shall have provided the Executive with written notice in accordance with Section 17 specifying with particularity the conduct that the Company contends constitutes such a breach and shall have provided the Executive with a reasonable period (not less than 15 days) in which to respond and/or to cure such alleged breach; and provided further that, if the Executive provides the release contemplated by clause 12.3(a)(ii)Section 5.4, in no event shall the Executive be entitled to a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Executive’s release contemplated by Section 5.4. (cd) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 (and Executive’s receipt of any applicable acceleration of vesting benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an equity-based award applicable Company welfare benefit plan; (ii) the Executive’s rights to continued health coverage under COBRA; and (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of such award in connection with the termination of Company’s 401(k) plan (if any). (e) In the event that the Executive’s Appointment) shall constitute employment with the exclusive and sole remedy for Company is terminated by the Company without Cause upon or after the expiration of this Agreement or any extension thereof, such that Executive is not eligible to receive the Severance Benefit, the Executive will be eligible to participate in and receive a severance payment in accordance with the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination terms of the AppointmentCompany’s then current severance policy. The Company and the Executive acknowledge and agree that there is In no duty of the Executive to mitigate damages under this Agreement. All amounts paid event will any such severance payment to the Executive pursuant to clause 12.3 shall made under the Company’s then current severance policy be paid without regard to whether less than 1.5x the Executive has taken or takes actions to mitigate damagesExecutive’s then current annual Base Salary.

Benefits Upon Termination. (a) If this Agreement is terminated for any reason by the Company or by the Executive (in such a case, the date on which the Executive’s 's employment by the Company terminates is referred Bank shall be terminated subsequent to as a Change in Control and during the “Severance Date”)term of this Agreement by (i) the Bank for other than Cause, or (ii) Executive for Good Reason, then the Company shall have no further obligation to make or provide to the Bank shall: (1) pay Executive, and or in the Executive shall have no further right to receive event of Executive's subsequent death, Executive's beneficiary or obtain from the Companybeneficiaries or estate, any payments or benefits or compensation or damages except as followsapplicable, a cash severance amount equal to: (i) The Company one (1) times Executive's base salary in effect as of the Date of Termination plus $100,000, and (ii) payable by lump sum within ten (10) business days of the Date of Termination. (2) cause to be continued, at no cost to Executive, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive's termination for twelve (12) months. If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because the Executive is no longer an employee, applicable rules and regulations prohibit such benefits, or it would subject the Bank to penalties, then the Bank shall pay the Executive (or, in the event of his death, the Executive’s estate) his Accrued Obligations; (ii) In the event of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted by the Company a cash lump sum payment reasonably estimated to be equal to the Executive value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be automatically accelerated so that such award shall be vested made in full as a lump sum within ten (10) days after the later of Executive's Date of Termination or the effective date of the Severance Date; and (iii) In rules or regulations prohibiting such benefits or subjecting the event of a Change of Control Termination, the Company shall pay the Executive in one lump sum, subject Bank to tax withholding and other authorized deductions, an amount equal to US$5 million (the “Severance Benefit”), subject to the Executive’s execution of the documents in accordance with clause 12.5(b)penalties. (b) Notwithstanding In no event shall the foregoing provisions payments or benefits to be made or provided to Executive under Section 3 hereof (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of this clause 12.3the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if any necessary, to an amount, the value of the events set forth in clause 12.1(b), which give rise is one dollar ($1.00) less than an amount equal to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 three (whether prior to or after the Severance Date3) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall no longer be entitled to the additional benefits prescribed by clause 12.3(a)(ii). (c) The Executive agrees that the payments contemplated by this clause 12.3 (and any applicable acceleration of vesting of an equity-based award times Executive's "base amount," as determined in accordance with the terms of such award in connection with the termination Section 280G of the Executive’s Appointment) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination Code. The reduction of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under Termination Benefits provided by this Agreement. All amounts paid Section 3 shall be applied to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagescash severance benefits otherwise payable under Section 3(a) hereof.

Benefits Upon Termination. (a) If this Agreement the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (in such a case, the date on which that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits or compensation or damages except as follows: (ia) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) his any Accrued Obligations;. (iib) In If the event Executive’s employment with the Company terminates as a result of an Involuntary Termination, each outstanding option, restricted stock award or other stock-based award granted a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be automatically accelerated so that such award shall be vested in full as of entitled to the Severance Date; andfollowing benefits: (iiii) In the event of a Change of Control Termination, the The Company shall pay the Executive (in one lump sumaddition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to US$5 million one (1) times the Executive’s Base Salary (or, if the Severance Date occurs within a Change in Control Window, two (2) times the Executive’s Base Salary) at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 22(b), the Company shall pay the Severance Benefit to the Executive in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months (or, if the Severance Date occurs during a Change in Control Window, a period of twenty-four (24) consecutive months), with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the Executive’s Separation from Service and prior to the date of such payment. (ii) The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 22(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelfth (12th) month (or, if the Severance Date occurs during a Change in Control Window, the twenty-fourth (24th) month) following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, the Executive shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 5.3(b)(ii) are subject to the ExecutiveCompany’s execution of ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences (such as, without limitation, rendering participation in a Company health and welfare plan taxable to participants or resulting in unintended tax penalties for the documents in accordance with clause 12.5(bCompany). (iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid. (iv) The Company shall pay, on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service, an amount in cash equal to one hundred percent (100%) of the Target Amount of the Incentive Bonus for the fiscal year in which the Severance Date occurs (or, if the Severance Date occurs within a Change in Control Window, two hundred percent (200%) of the Target Amount of the Incentive Bonus for the fiscal year in which the Severance Date occurs). (A) As to each then-outstanding equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company and unless otherwise expressly provided in the applicable award agreement, the Executive shall vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). (B) Each outstanding equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements (whether financial performance, based on absolute or relative total stockholder return, or otherwise) shall be treated as provided in the applicable award agreement. (C) Notwithstanding the foregoing, if the Severance Date occurs within a Change in Control Window and in each case unless otherwise expressly provided in the applicable award agreement, (i) each equity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date, and (ii) any service-based vesting requirement under each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements shall be deemed satisfied in full as of the Severance Date (for clarity, the performance-based vesting measurement shall still apply and shall be treated as provided in the applicable award agreement). If the Executive is entitled to benefits provided for in this Section 5.3(b), the Severance Date occurs prior to a Change in Control Event, and a Change in Control Event occurs such that the Severance Date occurred within the applicable Change in Control Window, any additional amount due to the Executive pursuant to this Section 5.3(b) by virtue of the Severance Date occurring within a Change in Control Window that would have otherwise (as provided above) been required to have been paid prior to the Change in Control Event shall be paid on or within ten (10) days following the Change in Control Event. For purposes of clarity, if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, and any stock option or other equity-based award granted to the Executive by the Company, to the extent such award is outstanding and unvested on the Severance Date and otherwise purports to terminate on the Severance Date, such termination of the award shall not be effective (subject, in all events, to the original maximum term of the award) until the later of (a) the end of the 60-day period following the Severance Date and (b) if a definitive agreement with respect to a Change in Control Event transaction was entered into prior to the Severance Date, one year following the execution of such agreement, and, if a Change in Control Event occurs within such period of time, such termination of the award shall (subject to the original maximum term of the award) not be effective and such award shall be subject to the accelerated vesting rules set forth above in this Section 5.3(b), and, in the case of stock options or similar awards, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminates. (c) If the Executive’s employment with the Company terminates during the Period of Employment as a result of the Executive’s death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv) (in addition to the Accrued Obligations). (d) Notwithstanding the foregoing provisions of this clause 12.3Section 5.3, if the Executive materially breaches his ongoing obligations under the Confidentiality Agreement or under this Agreement at any time, from and after the date of the events set forth such breach and not in clause 12.1(b), which give rise any way in limitation of any right or remedy otherwise available to the Company’s option to terminate this Agreement, shall have occurred prior to the Severance Date or if the Executive shall be in breach of clauses 14, 15 or 16 (whether prior to or after the Severance Date) (x) the Executive shall not be entitled to claim any compensation or damages for or in respect of or by reason of such termination and (y) the Executive shall will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the additional Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(b)(iv), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits prescribed pursuant to Section 5.3(b) of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by clause 12.3(a)(ii)Section 5.4. (ce) The Executive agrees that foregoing provisions of this Section 5.3 shall not affect: (i) the payments contemplated by this clause 12.3 Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (and any applicable acceleration ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of vesting of an equity-based award benefits otherwise due in accordance with the terms of such award in connection with the termination of the ExecutiveCompany’s Appointment401(k) shall constitute the exclusive and sole remedy for the Executive and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the Appointment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to clause 12.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damagesplan (if any).