Common use of Benefits Upon Termination Clause in Contracts

Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If (a) The Board or the President of the Bank may terminate Executive’s 's employment with at any time prior to the Company is terminated during the Period occurrence of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, a Change in Control and Executive shall have no further right not be entitled to receive or obtain from the Company, any payments or benefits except hereunder. This Agreement shall terminate upon Executive's termination of employment prior to the occurrence of a Change in Control. Following the occurrence of a Change in Control, the Board may terminate Executive's employment at any time, but any such termination, other than termination for Cause, shall not prejudice Executive's right to compensation or other benefits under this Agreement. If Executive's employment by the Bank shall be terminated subsequent to a Change in Control and during the term of this Agreement by (i) the Bank for other than Cause, or (ii) Executive for Good Reason, then the Bank, or its successor, shall: (1) pay Executive, or in the event of Executive's subsequent death, Executive's beneficiary or beneficiaries or estate, as followsapplicable, a cash severance amount equal to two times: (i) The Company shall pay Executive's base salary in effect as of the Date of Termination, and (ii) the highest rate of bonus earned by Executive from the Bank (orincluding amounts deferred at the Executive's election) during the calendar year in which termination occurs or either of the two calendar years immediately preceding the year in which the termination occurs, in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below) payable by lump sum within the thirty (30) day period following business days of the date Executive’s employment terminates Date of Termination. (the “Separation Date”), 2) pay for or permit Executive to purchase such earlier date as may be required by applicable law, and Executive shall receive any vested accrued benefits continued health care coverage for which Executive remains eligible under the Company’s employee welfare benefit and retirement plans, payable according to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided 's family as is customarily available to employees of the Company in accordance with Bank and as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time (“"COBRA”") and/or state and the Texas health care continuation laws for the maximum period required under applicable law. In the event Executive is required to purchase such coverage, subject the Bank shall reimburse the Executive for the premiums paid by Executive, no less frequently than quarterly and within 15 days following the end of a quarter, such that premiums paid in the first quarter of a calendar year shall be reimbursed by April 15, premiums paid in the second quarter shall be reimbursed by July 15, etc., provided that the Bank shall only be obligated to reimburse Executive for such premiums for the terms lesser of: (i) the aggregate period required by COBRA and conditions thereofthe Texas health care continuation laws, and at Executive’s own expense. or (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on years from the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount 's termination of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)employment. (ivb) Notwithstanding Sections 5(c)(iiIn no event shall the 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 the Code or any successor thereto, and Section 5(c)(iii) abovein order to avoid such a result, Termination Benefits will be reduced, if Executive breaches necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s obligations 's "base amount," as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable3(a) hereof. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of Employment, Executive’s employment with the Company ends as a result of an involuntary termination by the Company without Cause Cause, or Executive’s resignation for Good Reason other than in connection with a Change in ControlReason, then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution and non- non-revocation of the general release described in Section 5(d) (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled eligible to receive (A) six (6) months of Base Salary continuation (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six twelve (612) months following the Separation Date (the “Severance Period”) and subject to all applicable taxes and withholdings; and (B) Equity Compensation continuation by which all Equity Compensation due Executive, as outlined in Exhibit C, shall continue to vest according to the extent unpaid 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 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 Separation Date, payment of Company’s normal contribution for active employees at the Executive’s Bonus coverage level as in effect immediately prior to the Executive’s termination for the fiscal year immediately preceding the year in which the period starting on Executive’s Separation Date occursand ending on the earliest of (1) the last day of the Severance Period, payable at (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; provided that such COBRA payments do not result in a violation of applicable law by, or in the same time such Bonus would be due under Section 3(b) if Executive had remained employed with imposition of penalties, fines, or excise taxes to, the Company through such payment date ((A) and through (BC) collectivelyherein, 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) If, during the 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 in Control (a “Qualifying Termination”), 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 and the other conditions 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 two times the annual bonus that Executive would have earned at target achievement level for the calendar year in which the Qualifying Termination occurs; and (C) notwithstanding the terms of the Company equity plan under which Executive’s equity awards are granted, all of the Executive’s outstanding unvested time-based awards shall become fully vested and in the 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 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 period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments or CiC Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. The Board or the President of the Bank may terminate Executive’s employment at any time prior to the occurrence of a Change in Control and Executive shall not be entitled to any payments or benefits hereunder. This Agreement shall terminate upon Executive’s termination of employment prior to the occurrence of a Change in Control. Following the occurrence of a Change in Control, the Board may terminate Executive’s employment at any time, but any such termination, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. If Executive’s employment with by the Company is Bank shall be terminated within twelve (12) months subsequent to a Change in Control and during the Period term of Employment this Agreement by (i) the Bank for any reason by other than Cause, or (ii) Executive for Good Reason, then the Company Bank, or by Executiveits successor, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as followsshall: (ia) The Company shall pay Executive (orExecutive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended the case may be, as severance pay, a lump-sum cash payment equal to two (“COBRA”2) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in times Executive’s Base Salary under Section 5(e)(vand average bonus earned during the three (3) hereof, the Base Salary in effect years prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date termination occurs. Such payment shall be payable within ten (10) calendar days of Executive’s termination. Notwithstanding the foregoing, payable at Executive shall not be entitled to any payments or benefits under this Agreement unless and until Executive executes a release of his claims against the same time such Bonus would be due under Section 3(b) if Executive had remained employed with Bank, the Company through such payment date and their affiliates, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship other than claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. ((Ab) and (B) collectivelyIn addition, the “Severance Payments”)Bank will cause to be continued life insurance coverage and non-taxable medical and dental insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination for a period of two (2) years, at no cost to the Executive; provided, however, that no installment if earlier, such non-taxable medical and dental insurance coverage shall cease on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or portion coverage for self and a spouse, in which case Executive’s family or spouse shall continue to be covered for the remainder of the Severance Payments shall be payable or paid until the expiration of the applicable revocation period for the General Releasetwo (2) year period. Notwithstanding anything herein to the contrary, if as the result of any Severance Payment is “nonqualified deferred compensation” within change in, or interpretation of, the meaning laws applicable to the payments or provisions of Section 409A of the Code (as defined below) and the period benefits hereunder, such payments or provisions are deemed illegal or subject to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar yearstaxes or penalties, then no portion of the Severance Payments shall be paid until Bank shall, to the Company’s first payroll payment date in extent permitted under such laws, pay to the year following the year in which the Separation Date occurs, and any amount that is not paid prior to such date due to such restriction shall be paid in Executive a cash lump sum along with the installment scheduled payment reasonably estimated to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition equal to the amount payable under Section 5(c)(iof benefits (or the remainder of such amount) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject that Executive is no longer permitted to Executive’s timely execution and nonreceive in-revocation of the General Release and the other conditions and limitations herein, Executive kind. Such lump sum payment shall be entitled required to receive (A) twelve (12) be made no later than two and one-half months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubtemployment, this amount will not or if later, within two and one-half months following a determination that such payment would be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is illegal or subject to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)taxes or penalties. (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If (a) In lieu of any 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 terminates the Executive’s 's employment pursuant to a Without Cause Termination, the Company shall continue to pay the Executive's Base Salary for a period (the "Severance Period") equal to the longer of (A) the remainder of the Term, or (B) one year from the effective 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, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company's benefit plans. (b) In the event that the Company terminates the Executive's employment pursuant to a Permanent Disability, the Company shall pay the Executive 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 except as otherwise required by law or the Company's benefit plans. (c) In the event that the Company terminates the Executive's employment pursuant to a Termination for Cause or the Executive terminates his employment with the Company is terminated during the Period of Employment for (including, without limitation, pursuant to any reason by the Company or by Executiveretirement), the Company shall have no further obligation pay the Executive 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 make the extent required by law or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:'s benefit plans. (id) The In the event that the Executive's employment hereunder is terminated due to the Executive's death, the Company shall pay Executive the Executive's executor or other legal representative (or, in the event of Executive’s death, Executive’s estate"Representative") any Accrued Obligations (earned but unpaid Base Salary as defined below) within the thirty (30) day period following of the date Executive’s employment terminates (the “Separation Date”)of termination of employment. No other payments shall be made, or such earlier date as may be benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by applicable law, and Executive shall receive any vested accrued benefits for which Executive remains eligible under law or the Company’s employee welfare 's benefit and retirement plans, payable according to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (iie) If, during the Period of Employment, Executive’s employment with the Company ends as a result of an involuntary termination Any payments to be made or benefits to be provided by the Company without Cause or Executive’s resignation for Good Reason pursuant to this Section 6 (other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (Executive's death or its Compensation Committee’sPermanent Disability) adoption of an executive severance plan covering Executive that provides for benefits in are subject to the event of termination of employment receipt by the Company without Cause of an effective general release and agreement not to sue, in a form reasonably satisfactory to the Company and the Execxxxve (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 for Good Reasonshall not be required to mitigate 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.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations Obligations; (b) If the Executive’s employment with the Company terminates during the Period of Employment as defined 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 entitled to the following benefits: (i) The Company shall pay or reimburse the Executive (in addition to the Accrued Obligations), for his premiums charged to continue medical coverage, plus his prorated portion of the Executive’s minimum Incentive Bonus amount as in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” The coverage of medical premiums is 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 (i) 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 sixth 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)(i) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in material adverse tax consequences. (ii) Based upon the Company pay practices at the time of separation; on the next regularly scheduled pay date following the Executive’s Separation from Service, subject to the execution of the general release attached as Exhibit A and other requirements of Paragraph 5.4 below, the Company shall pay the Executive the amount of Base Salary equal to one (1) within week at the rate of pay upon separation per every one (1) month that the Executive was actively and continuously employed by the Company up to a maximum of twelve (12) months; provided, however, the amount of these additional severance payments will be reduced dollar-for-dollar by the amount of compensation for providing services (whether as employee, consultant, independent contractor or otherwise) earned by Executive from any source following the Severance Date. In no case shall the total payment owed under this Paragraph 5.3(b)(ii) exceed the total Base Salary earned by the Executive in the prior twelve (12) months, regardless of the Executive’s tenure at the time of separation. For the purposes of clarity, any calendar month in which the Executive is actively employed by the Company for at least one (1) business day counts as a full month for the purposes of this payment. The duration of Executive’s active and continuous employment with the Company shall be calculated without regard to the employment agreement then in effect, so long as the Executive was actively and continuously employed by the Company. Additionally, the Company shall pay the Executive a prorated portion of the Executive’s minimum Incentive Bonus with respect to the fiscal year in which the Severance Date occurs, such amount to equal (x) the Executive’s minimum annual Incentive Bonus amount as in effect on the Severance Date multiplied by (y) 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 payments in subsections (i) and (ii) herein shall be known as the “Severance Benefits.” (iii) 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 the portion of any such award that is outstanding and unvested immediately prior Severance Date and was otherwise scheduled to vest (in accordance with the time-based vesting schedule applicable to the award) in the thirty (30) day period immediately following the date Executive’s employment terminates Severance Date. Any other stock option or other equity-based award granted by the Company to the Executive that is then-outstanding and unvested on the Severance Date, and any unvested portion of any stock option or other-equity based award referred to in the preceding sentence that remains unvested after giving effect to the acceleration of vesting provided for in the preceding sentence, shall terminate on the Severance Date and the Executive shall have no further right with respect thereto or in respect thereof. If a stock option or other equity-based award granted by the Company the Executive includes accelerated vesting provisions that are more favorable to the Executive in the circumstances than the provisions of this clause (the “Separation Date”iii), 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees provisions of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, award (and not this clause (iii)) will apply as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expensethat particular award. (iic) If, during If the Period of Employment, Executive’s employment with the Company ends terminates during the Period of Employment as a result of an involuntary termination the Executive’s death or Disability, the Company shall have no further obligation to pay the Executive. The Executive’s then-outstanding stock option and other equity-based awards granted by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate treated as provided in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”5.3(b)(iii). (ivd) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches Executive’s his obligations under Section 6 of this 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 Severance Payments Benefit, or Change to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(i); provided that, if the Executive provides the Release contemplated by Section 5.4, in Control Severance Paymentsno 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, as applicableif 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. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (or its Compensation Committee’siii) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at If the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without for Cause or by the Executive without Good Reason, the Company shall not be obligated to make any further payment to the Executive (other than accrued and unpaid base salary and expenses to the date of termination), or continue to provide any benefit (other than benefits which have accrued pursuant to any plan or by law) to the Executive under this Agreement. Accrued and unpaid base salary, expenses, and benefits which have accrued pursuant to any plan or by law are hereinafter referred to as “Accrued Obligations”. B) If the Executive is terminated for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in ControlPerformance Reasons, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations hereinAccrued Obligations, Executive shall be entitled to: (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of six (6) months following termination; and (ii) upon timely election of COBRA continuation coverage, the Executive’s continued participation in any employee health and welfare benefit plan to receive which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to six (A6) months following termination; provided, that the Company’s obligation to continue the Executive’s participation in any employee health and welfare benefit plan shall cease as of the date the Executive becomes eligible to participate in a similar benefit from another source. All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(E) below. C) If the Executive’s employment is terminated by the Company for Disability, or without Cause, if employment terminates because of the Executive’s death, or if the Executive terminates his employment for Good Reason, then, in addition to the Accrued Obligations, Executive shall be entitled to: (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of twelve (12) months following termination; and (ii) upon timely election of COBRA continuation coverage, the Executive’s continued participation in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to twelve (12) months following termination; provided , that the Company’s obligation to continue the Executive’s participation in any employee health and welfare benefit plan shall cease as of the date that the Executive becomes eligible to participate in a similar benefit from another source. All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(E) below. D) Notwithstanding any other provision with respect to payments under Section 11(B), if the Executive’s employment is terminated by the Company within twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Datea Change of Control for reasons other than Cause, Disability, or his death or if the termination is as a result of Executive terminates his employment for Good Reason triggered based on within twelve (12) months of a material reduction Change of Control, then, in lieu of the payments set forth in paragraph (C), the Executive shall be entitled to (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of twenty-four (24) months following termination; (ii) an amount equal to two times the Executive’s Base Salary under Section 5(e)(vtarget annual bonus, paid in a lump sum; and (iii) hereofupon timely election of COBRA continuation coverage, the Base Salary Executive’s continued participation, subject to COBRA, in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to twenty-four (24) months following termination; provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in lieu of coverage, the Company will pay its share of the monthly Company premium in effect prior to the reductiontermination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period. All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(E) below. E) All payments and benefits set forth in Sections 11(B)-(D) are contingent upon the Executive’s execution (without revocation) of a separation agreement that is in a form acceptable to the Company and contains a full waiver and release of claims against the Company, within twenty-one (21) days of the date such separation agreement is provided to the Executive. F) Notwithstanding any other provision with respect to the timing of payments under Sections 11(A)-(D), payable in as applicable, if, at the time of the Executive’s termination, the Executive is deemed to be a lump sum “specified employee” (within thirty (30the meaning of Code Section 409A, and any successor statute, regulation and guidance thereto) days following of the Separation Date and subject to all applicable taxes and withholdings; (B) Company, then only to the extent unpaid necessary to comply with the requirements of Code Section 409A, any payments to which the Executive may become entitled under Sections 11(A)-(D), as applicable, will be withheld until the first business day of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days seventh month following the Separation Date, equal to one hundred percent (100%) termination of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination employment, at which time the Executive shall be paid an aggregate amount equal to six months of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless payments otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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 due to the Company, Executive will no longer be entitled to, and under the Company will no longer be obligated to pay, any remaining unpaid portion terms of the Severance Payments or Change in Control Severance PaymentsSections 11(A)-(D), as applicable. (v) The severance . After the first business day of the seventh month following the termination of the Executive’s employment and accelerated vesting provisions of this Section 5(c) continuing each month thereafter, the Executive shall be superseded paid the regular monthly payments otherwise due to the Executive in accordance with the terms of Sections 11(A)-(D), as applicable. In addition, in the event that the Company is obligated to make cash payments directly to the Executive in lieu of COBRA continuation coverage pursuant to the Board’s (or its Compensation Committee’s) adoption terms of an executive severance plan covering Executive that provides for benefits Section 11(D), then, to the extent necessary to comply with the requirements of Code Section 409A, such cash payments will be withheld, if applicable, in the event of termination of employment by the Company without Cause or by Executive for Good Reasonsame manner as described above in this paragraph.

Benefits Upon Termination. If (a) Upon termination of the Executive’s employment with or without Cause or Good Reason, the Company 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 or this Agreement (the “Accrued Obligations”) that had accrued or been earned but had not been paid (including accrued and unpaid vacation time) on or before the Separation Date; and (ii) 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 on or before the Separation Date. If the Executive’s employment by the Corporation is terminated during the Period of Employment for any reason Term by the Company Corporation for Cause or by Executivethe Executive without Good Reason, 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 except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expensebenefits. (iib) If, during the Period of EmploymentTerm, the Executive’s employment with the Company ends as a result of an involuntary termination is terminated by the Company Corporation (or its successor or assignee) without Cause Cause, or due to the Executive’s resignation for death or Disability, or by the Executive with Good Reason other than (an “Involuntary Termination”), the Corporation shall pay the Executive (or the Executive’s estate in connection with a Change in Control, then, the case of death) (in addition to the amounts Accrued Obligations payable under in accordance with Section 5(c)(i5.3(a), subject ) an amount equal to Executive’s timely execution and non- revocation of the general release described in Section 5(d) twelve (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled to receive (A) six (612) months of the Executive’s Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date plus reimbursement of COBRA medical continuation premiums (if the Executive is eligible for, elects and subject to all applicable taxes and withholdings; and pays for such COBRA medical continuation) for twelve (B12) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date months ((A) and (B) collectively, the “Severance PaymentsBenefit”); 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, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended. The Corporation shall pay (or provide, as applicable) the Severance Benefit to the Executive (or the Executive’s estate in the case of death) in substantially equal installments during the twelve (12) month period commencing on the date of Executive’s Involuntary Termination in accordance with the Corporation’s payroll cycle; provided, however, that no installment or portion of amounts that otherwise would be scheduled to be paid during the Severance Payments Release Period (as defined in Section 5.4(a)) shall accrue and shall be payable or paid until on the first payroll date following the expiration of the applicable revocation period for the General Release. Release Period. (c) Notwithstanding anything herein to the contrarycontrary in this Section 5.3, if any Severance Payment the Executive’s termination of employment is not a “nonqualified deferred compensationSeparation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (as defined belowthe “Code”) and the period to consider the General Release andregulations and other published guidance thereunder (including §1.409A-1(h)), then, if applicablerequired in order to comply with the provisions of Section 409A of the Code, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion payment of the Severance Payments Benefit shall be paid delayed until such a Separation from Service occurs. The treatment (including, without limitation, the Company’s first payroll payment date in cancellation or vesting thereof and/or the year following entitlement of the year in which the Separation Date occurs, and Executive thereto) of any amount that is not paid prior to such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or outstanding equity awards then held by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for Date shall be subject to the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) applicable terms of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); Equity Plan and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)agreements. (ivd) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches is found by an arbitrator in a final decision to have materially breached the Executive’s obligations under the provisions set forth in Section 6 4.11 of this Agreement at any timethe SPA, from and after then (i) the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, Executive will shall no longer be entitled to, and the Company will Corporation shall no longer be obligated to pay, any remaining unpaid portion of the Severance Payments Benefit as of the date of such determination of breach, and (ii) the Executive shall, at the request of the Corporation, repay any portion of the Severance Benefit previously paid or Change provided to the Executive. Any disputes with respect to the application of this Section 5.3(d) will be subject to arbitration under Section 16 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 Control Severance Paymentsgood faith, as applicablethat it is reasonably likely to prevail in such dispute. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in payment of Accrued Obligations, (ii) the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable 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 (or its Compensation Committee’siv) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Corporation’s Equity Plan and 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by Executive (whether or not during or following the expiration of the Period of Employment) (the date 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 Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (ia) The Company shall pay or provide (or shall cause there to be paid or provided, as the case may be) Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense.Obligations; (iib) If, during the Period of Employment, If Executive’s employment with the Company ends terminates during the Period of Employment as a result of an involuntary a termination by the Company without Cause or Executive’s resignation for Good Reason (other than in connection with a Change in Control, then, in addition to the amounts payable under Section 5(c)(i), subject due to Executive’s timely execution and non- revocation of the general release described in Section 5(ddeath or Disability) (the “General Release”) and the other conditions and limitations hereinor a resignation by Executive for Good Reason, Executive shall be entitled to receive the following benefits: (Ai) six The Company shall pay Executive (6in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, severance pay equal (in the aggregate) months of to the Base Salary (at determined based on the Base Salary rate in effect on the Severance Date before any reduction constituting Good Reason) that otherwise would have accrued had Executive’s employment with the Company not terminated over the remainder of the five-year Period of Employment then in effect immediately prior to the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b) and except as provided in the next sentence, the Severance Benefit shall be paid in equal installment payments (each of the applicable fraction of the total Severance Benefit to be paid) in accordance with the Company’s usual payroll practices (but no less frequently than in monthly installments) over the remainder of such five-year period; provided that the first such installment payment shall be paid on the first regularly scheduled payroll date occurring after the sixtieth (60th) day following Executive’s Separation Date, or if from Service and such first installment payment shall include all amounts that otherwise would have been paid to Executive during the termination is as a result of Good Reason triggered based on a material reduction period beginning in Executive’s Base Salary under Separation of Service and ending on such first payment date if no delay had been imposed. If, however, such Separation from Service occurs on or within two years following a 409A Change in Control, then (subject to Section 5(e)(v21(b)) hereofthe Severance Benefit shall be paid in a single lump payment on the first regularly scheduled payroll date occurring after the sixtieth (60th) day following Executive’s Separation from Service. For this purpose, a “409A Change in Control” means a Change in Control Event that constitutes a change in the Base Salary in effect prior to the reduction), payable in substantially equal installments on each ownership or effective control of the Company’s regular payroll payment dates during , or in the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as ownership of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, the “Severance Payments”); provided, that no installment or a substantial portion of the Severance Payments shall be payable or paid until the expiration assets of the applicable revocation period for the General Release. Notwithstanding anything herein to the contraryCompany, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Code Section 409A of the Code (as such term is defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that dateregulations promulgated thereunder. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. The Board or the President of the Bank may terminate Executive’s employment at any time prior to the occurrence of a Change in Control and Executive shall not be entitled to any payments or benefits hereunder. This Agreement shall terminate upon Executive’s termination of employment prior to the occurrence of a Change in Control. Following the occurrence of a Change in Control, the Board may terminate Executive’s employment at any time, but any such termination, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. If Executive’s employment with by the Company is Bank shall be terminated within twenty-four (24) months subsequent to a Change in Control and during the Period term of Employment this Agreement by (i) the Bank for any reason by other than Cause, or (ii) Executive for Good Reason, then the Company Bank, or by Executiveits successor, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as followsshall: (ia) The Company shall pay Executive (orExecutive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended the case may be, as severance pay, a lump-sum cash payment equal to two (“COBRA”2) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in times Executive’s Base Salary under Section 5(e)(vand average bonus earned during the three (3) hereof, the Base Salary in effect years prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date termination occurs. Such payment shall be payable within ten (10) calendar days of Executive’s termination. Notwithstanding the foregoing, payable at Executive shall not be entitled to any payments or benefits under this Agreement unless and until Executive executes a release of his claims against the same time such Bonus would be due under Section 3(b) if Executive had remained employed with Bank, the Company through such payment date and their affiliates, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship other than claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. ((Ab) and (B) collectivelyIn addition, the “Severance Payments”)Bank will cause to be continued life insurance coverage and non-taxable medical and dental insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination for a period of two (2) years, at no cost to the Executive; provided, however, that no installment if earlier, such non-taxable medical and dental insurance coverage shall cease on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or portion coverage for self and a spouse, in which case Executive’s family or spouse shall continue to be covered for the remainder of the Severance Payments shall be payable or paid until the expiration of the applicable revocation period for the General Releasetwo (2) year period. Notwithstanding anything herein to the contrary, if as the result of any Severance Payment is “nonqualified deferred compensation” within change in, or interpretation of, the meaning laws applicable to the payments or provisions of Section 409A of the Code (as defined below) and the period benefits hereunder, such payments or provisions are deemed illegal or subject to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar yearstaxes or penalties, then no portion of the Severance Payments shall be paid until Bank shall, to the Company’s first payroll payment date in extent permitted under such laws, pay to the year following the year in which the Separation Date occurs, and any amount that is not paid prior to such date due to such restriction shall be paid in Executive a cash lump sum along with the installment scheduled payment reasonably estimated to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition equal to the amount payable under Section 5(c)(iof benefits (or the remainder of such amount) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject that Executive is no longer permitted to Executive’s timely execution and nonreceive in-revocation of the General Release and the other conditions and limitations herein, Executive kind. Such lump sum payment shall be entitled required to receive (A) twelve (12) be made no later than two and one-half months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubtemployment, this amount will not or if later, within two and one-half months following a determination that such payment would be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is illegal or subject to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)taxes or penalties. (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If (a) Upon termination of the Executive’s employment for any 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 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 Company Separation Date, any reimbursement due to the Executive pursuant to Section 4.2 for expenses incurred by the Executive on or before the Separation Date. If the Executive’s employment by the Corporation is terminated during the Period of Employment for any reason Term by the Company Corporation for Cause or by Executivethe 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 except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expensebenefits. (iib) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereofTerm, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company Corporation (or its successor or assignee) without Cause Cause, or due to the Executive’s death or Disability, or by the Executive for with Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(iian “Involuntary Termination”), subject to the Corporation shall pay the Executive (or the Executive’s timely execution and non-revocation estate in the case of the General Release and the other conditions and limitations herein, Executive shall be entitled death) an amount equal to receive (A) twelve (12) months of the Executive’s Base Salary (at the rate in effect immediately 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, 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 estate in the case of death) in substantially equal installments during the twelve (12)-month period commencing on the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed accordance with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) ExecutiveCorporation’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s terminationpayroll cycle; provided, however, that if an outstanding equity award is amounts that otherwise would be scheduled to vest and/or be paid during the amount 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 equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)Release Period. (ivc) Notwithstanding Sections 5(c)(ii) and The Severance Benefit shall be subject to Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable18. (vd) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event payment of the Boardamounts 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 its Compensation Committee’s(iv) adoption the Executive’s receipt of any vested payments or benefits otherwise due in accordance with the terms of an executive severance applicable equity compensation plan covering Executive that provides for benefits in the event of termination of employment maintained by the Company without Cause Corporation or by Executive for Good ReasonHoldings and the Corporation’s 401(k) plan (if any).

Benefits Upon Termination. (a) The Board or the President of the Bank may terminate Executive’s employment at any time prior to the occurrence of a Change in Control and Executive shall not be entitled to any payments or benefits hereunder. This Agreement shall terminate upon Executive’s termination of employment prior to the occurrence of a Change in Control. Following the occurrence of a Change in Control, the Board may terminate Executive’s employment at any time, but any such termination, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. If Executive’s employment with by the Company is Bank shall be terminated subsequent to a Change in Control and during the Period term of Employment this Agreement by (i) the Bank for any reason by other than Cause, or (ii) Executive for Good Reason, then the Company Bank, or by Executiveits successor, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as followsshall: (i1) The Company shall pay Executive (orExecutive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to two times: (i) any Accrued Obligations Executive’s base salary in effect as of the Date of Termination, and (as defined belowii) the highest rate of bonus earned by Executive from the Bank (including amounts deferred at the Executive’s election) during the calendar year in which termination occurs or either of the two calendar years immediately preceding the year in which the termination occurs, payable by lump sum within the thirty (30) day period following business days of the date Executive’s employment terminates Date of Termination. (the “Separation Date”), 2) pay for or permit Executive to purchase such earlier date as may be required by applicable law, and Executive shall receive any vested accrued benefits continued health care coverage for which Executive remains eligible under the Company’s employee welfare benefit and retirement plans, payable according to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided family as is customarily available to employees of the Company in accordance with Bank and as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time (“COBRA”) and/or state and the Texas health care continuation laws for the maximum period required under applicable law. In the event Executive is required to purchase such coverage, subject the Bank shall reimburse the Executive for the premiums paid by Executive, no less frequently than quarterly and within 15 days following the end of a quarter, such that premiums paid in the first quarter of a calendar year shall be reimbursed by April 15, premiums paid in the second quarter shall be reimbursed by July 15, etc., provided that the Bank shall only be obligated to reimburse Executive for such premiums for the terms lesser of: (i) the aggregate period required by COBRA and conditions thereofthe Texas health care continuation laws, and at Executive’s own expense. or (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on years from the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount termination of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)employment. (ivb) Notwithstanding Sections 5(c)(iiIn no event shall the 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 the Code or any successor thereto, and Section 5(c)(iii) abovein order to avoid such a result, Termination Benefits will be reduced, if Executive breaches necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s obligations “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable3(a) hereof. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by Executive, or upon or following the expiration of the Period of Employment (the date 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 Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) 1. The Company shall pay Executive (or, in the event of Executive’s his death, Executive’s estate) any Accrued Obligations (as defined belowin Section III.G); 2. If, prior to the six- (6-) within month anniversary of the thirty (30) day period following the date Effective Date, Executive’s employment with the Company, and the Period of Employment, terminates as a result of an Involuntary Termination or is terminated voluntarily by the Executive for Good Reason (the “Separation Date”both as defined herein), or such earlier date as may Executive shall be required by applicable lawentitled to (a) those benefits set forth in Section III.A.1, and Executive shall receive any vested accrued benefits (b) the total Bonus for the year in which Executive remains eligible under the termination occurs, in such amount as determined based on the actual achievement of the applicable performance goals for the period relevant to each Bonus installment, and further 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’s employee welfare benefit , and retirement plansthe denominator of which is 12. In addition, payable according in that event, if Executive timely elects continuation of group health insurance coverage made available to Executive to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage extent required under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) and/or or similar state law, subject 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. 3. If, after the First Retention Date, but prior to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of EmploymentSecond Retention Date, Executive’s employment with the Company ends Company, and the Period of Employment, terminates as a result of an involuntary termination Involuntary Termination or is terminated voluntarily by the Company without Cause or Executive’s resignation Executive for Good Reason other than in connection with a Change in Control, 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 hereinReason, Executive shall be entitled to: a. A cash payment equal to receive (A) six (6) months the amount of Base Salary earned by Executive from the Effective Date through the Severance Date (at the rate in effect immediately prior disregarding any amounts earned pursuant to the Separation Date, Sections III.A.1 or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reductionIII.E.2), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s ; b. The Bonus for the fiscal year immediately preceding the year in which the Separation Date termination occurs, payable at the same time in such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (amount as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the actual achievement of the applicable performance criteriagoals for the relevant period, then the equity award will vest as to one hundred percent (100%) of the minus any amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s)Bonus already received, unless otherwise provide in the applicable award agreement ((A) through (D) hereinand further pro-rated by multiplying such amount by a fraction, the “Change in Control Severance Payments”numerator of which is the number of full months of Executive’s employment with the Company, and the denominator of which is six (6).; and c. The Second Retention Date Bonus, 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 following the First Retention Date, and the denominator of which is six (iv) 6). Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) aboveIII.E, if Executive breaches Executive’s any obligations under pursuant to Section 6 of this Agreement 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 lapse of such cure period, or from the date of the breach and not in any way in limitation of any right or remedy otherwise available with respect to the Companyan incurable breach, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of benefits otherwise payable pursuant to this Section 5(c) shall be superseded in III.E (other than the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good ReasonAccrued Obligations).

Benefits Upon Termination. If Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by Executive (whether or not during or following the expiration of the Period of Employment) (the date 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 Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (ia) The Company shall pay or provide (or shall cause there to be paid or provided, as the case may be) to Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expenseObligations. (iib) If, during the Period of Employment, If Executive’s employment with the Company ends terminates during the Period of Employment as a result of an involuntary a termination by the Company without Cause or Executive’s resignation for Good Reason (other than in connection with a Change in Control, then, in addition to the amounts payable under Section 5(c)(i), subject due to Executive’s timely execution and non- revocation of the general release described in Section 5(ddeath or Disability) (the “General Release”) and the other conditions and limitations hereinor a resignation by Executive for Good Reason, Executive shall be entitled to receive the following benefits: (Ai) six The Company shall pay the Executive (6in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to nine (9) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(vin effect on the Severance Date plus one (1) hereof, the additional month of such Base Salary in effect prior to the reduction), payable in substantially equal installments on for each full year of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid continuous service completed as of the Separation Date, payment of measured from Executive’s Bonus for date of hire (or rehire, as the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(bcase might be) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, thenDate; provided that, in addition to no case shall the total amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) exceed twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 5(e)(v) hereof21(b), the Base Salary in effect prior Company shall pay the Severance Benefit to the reduction), payable Executive in a lump sum within thirty equal monthly installments (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) rounded down to the extent unpaid as nearest whole cent) over a period of consecutive months that is commensurate with the Separation Date, payment number of Executive’s Bonus for the fiscal year immediately preceding the year in months upon which the Separation Date occursSeverance Benefit is calculated, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; first installment payable on the first regularly scheduled payroll date occurring after the sixtieth (C60th) a lump-sum payment, payable within thirty (30) days day following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs Separation from Service and to include each such installment that was otherwise (but for avoidance of doubt, this amount will not such 60-day delay) scheduled to be prorated); and (D) acceleration of one hundred percent (100%) of paid following the Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is Separation from Service and prior to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not payment. If, however, such Separation from Service occurs on or within two years following a 409A Change in any way Control, then (subject to Section 21(b)) the Severance Benefit shall be paid in limitation a single lump payment on the first regularly scheduled payroll date occurring after the sixtieth (60th) day following Executive’s Separation from Service. For this purpose, a “409A Change in Control” means a Change in Control Event that constitutes a change in the ownership or effective control of any right or remedy otherwise available to the Company, Executive will no longer be entitled to, and or in the Company will no longer be obligated to pay, any remaining unpaid ownership of a substantial portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event assets of the Board’s Company, within the meaning of Code Section 409A (or its Compensation Committee’sas such term is defined below) adoption of an executive severance plan covering Executive that provides for benefits in and the event of termination of employment by the Company without Cause or by Executive for Good Reasonregulations promulgated thereunder.

Benefits Upon Termination. If (a) In lieu of any 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 terminates the Executive’s 's employment pursuant to a Without Cause Termination, the Company shall continue to pay the Executive's Base Salary for a period (the "Severance Period") equal to the longer of (A) the remainder of the Term, or (B) one year from the effective 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, or benefits provided, by the Company under this Agreement except as otherwise required by law or the Company's benefit plans. (b) In the event that the Company terminates the Executive's employment pursuant to a Permanent Disability, the Company shall pay the Executive 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 except as otherwise required by law or the Company's benefit plans. (c) In the event that the Company terminates the Executive's employment pursuant to a Termination for Cause or the Executive terminates his employment with the Company is terminated during the Period of Employment for (including, without limitation, pursuant to any reason by the Company or by Executiveretirement), the Company shall have no further obligation pay the Executive 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 make the extent required by law or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:'s benefit plans. (id) The In the event that the Executive's employment hereunder is terminated due to the Executive's death, the Company shall pay Executive the Executive's executor or other legal representative (or, in the event of Executive’s death, Executive’s estate"Representative") any Accrued Obligations (earned but unpaid Base Salary as defined below) within the thirty (30) day period following of the date Executive’s employment terminates (the “Separation Date”)of termination of employment. No other payments shall be made, or such earlier date as may be benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by applicable law, and Executive shall receive any vested accrued benefits for which Executive remains eligible under law or the Company’s employee welfare 's benefit and retirement plans, payable according to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (iie) If, during the Period of Employment, Executive’s employment with the Company ends as a result of an involuntary termination Any payments to be made or benefits to be provided by the Company without Cause or Executive’s resignation for Good Reason pursuant to this Section 6 (other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (Executive's death or its Compensation Committee’sPermanent Disability) adoption of an executive severance plan covering Executive that provides for benefits in are subject to the event of termination of employment receipt by the Company without Cause of an effective general release and agreement not to xxx, in a form reasonably satisfactory to the Company and the 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 for Good Reasonshall not be required to mitigate 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.

Benefits Upon Termination. If (a) Subject to Section 9 hereof, if the Executive’s termination of employment with the Company is terminated 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 Period three year period immediately prior to the Date of Employment for any reason by Termination, plus an amount equal to two (2) times the Company or by Executivehighest annual incentive bonus paid during the three year period prior to the Date of Termination (collectively, hereinafter referred to as the Company “Severance Pay”). The Severance Pay shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (or, be paid in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below) a lump sum payment within the thirty (30) day period following days of the date Date of Termination. Payments made under this subsection (a) shall not be taken into account under any other retirement plan of the Company. (b) With respect to the 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 continued coverage under the Company’s employee welfare benefit and retirement planshealth insurance plan, payable according to or successor plan, the terms of such plans. Executive and Executive’s eligible dependents shall be eligible “qualifying event” for continued coverage under the group medical care plans provided to employees purposes of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) and/or state lawshall be his Date of Termination from the Company. If the Executive elects to continue health plan coverage pursuant to COBRA, subject to the terms and conditions thereof, and at Company shall pay the Executive’s own expenseCOBRA premiums for a period terminating on the earlier of (i) twenty-four (24) months from the 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 respect to subsection (b) shall 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 coordinated with corresponding benefits that the Executive may be eligible to receive under the Officer Retiree Medical Plan. (iic) If, during If the Period Executive incurs a termination of Employment, Executive’s employment with the Company ends within one year of a Change of Control, as a result provided for in Section 2(b)(iv) above, then the Executive shall be credited with an additional 5 years of an involuntary termination by service for purposes of calculating the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Controlbenefits under Unified Grocers, 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) Inc. Executive Salary Protection Plan II (the “General ReleaseESPP II”) ). The Executive’s benefits under ESPP II shall otherwise be calculated and the other conditions and limitations herein, Executive shall be entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior paid pursuant to the Separation Date, or if the termination is as a result terms of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that dateplan. (iiid) All unpaid benefits set forth in this section shall be forfeited if the Executive violates any material provision of this Agreement including, without limitation, the Confidentiality and Nonsolicitation Agreement set forth in Section 7. (e) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance with the Company does not satisfy the conditions set forth in Section 2, no payment or benefits shall be provided under this Agreement. This Agreement does not, and is not intended to, limit any rights or benefits of doubtthe Executive pursuant to any other non-severance type plan, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s terminationpolicy or written agreement; provided, however, that if an outstanding equity award this Agreement is to vest and/or the amount of the equity award to vest is intended to be determined based on the achievement of performance criteria, then sole agreement governing severance-type benefits. Under no circumstances will the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled toto or eligible for any other severance type benefits from the Employer, and including any obligations that existed under any prior agreements including but not limited to prior severance agreements or under the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicableUnified Grocers’ Separation Payment Program. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If (a) Subject to Section 9 hereof, if the Executive’s termination of employment with the Company is terminated 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 Period three year period immediately prior to the Date of Employment for any reason by Termination, plus an amount equal to one (1) times the Company or by highest annual incentive bonus paid during the three year period prior to the Date of Termination. The Executive’s severance benefits shall be paid within ten (10)-business days of the Date of Termination, unless otherwise mutually agreed between the Company shall have no further obligation to make or provide to Executive, Executive and Executive shall have no further right to receive or obtain from the Company, . Payments made under this subsection (a) shall not be taken into account under any payments or benefits except as follows:other retirement plan of the Company. (ib) The Company shall pay Executive (or, in With respect to the event of Executive’s death, Executive’s estate) any Accrued 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 continued coverage under the Company’s employee welfare benefit and retirement planshealth insurance plan, payable according to or successor plan, the terms of such plans. Executive and Executive’s eligible dependents shall be eligible “qualifying event” for continued coverage under the group medical care plans provided to employees purposes of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) and/or state lawshall be his Date of Termination from the Company. If the Executive elects to continue health plan coverage pursuant to COBRA, subject to the terms and conditions thereof, and at Company shall pay the Executive’s own expense. COBRA premiums for a period terminating on the earlier of (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (Ai) twelve (12) months from the Date of Base Salary Termination or (at ii) the rate in effect immediately prior cessation of COBRA eligibility and coverage for the Executive (without regard to the Separation Date, or any other COBRA qualified beneficiary). The Company’s obligation with respect to subsection (b) shall continue only if the termination is as a result of Good Reason triggered based Executive satisfies on a timely basis all of his premium payment obligations under COBRA. As applicable continued coverage under this subsection (b) shall be coordinated with corresponding benefits that the Executive may be eligible to receive under the Officer Retiree Medical Plan. (c) All unpaid benefits set forth in this section shall be forfeited if the Executive violates any material reduction in Executive’s Base Salary under Section 5(e)(v) hereofprovision of this Agreement including, without limitation, the Base Salary Confidentiality and Nonsolicitation Agreement set forth in effect prior to the reduction), payable in a lump sum within thirty Section 7. (30d) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which If the Executive’s termination of employment occurs (for avoidance with the Company does not satisfy the conditions set forth in Section 2, no payment or benefits shall be provided under this Agreement. This Agreement does not, and is not intended to, limit any rights or benefits of doubtthe Executive pursuant to any other non-severance type plan, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s terminationpolicy or written agreement; provided, however, that if an outstanding equity award this Agreement is to vest and/or the amount of the equity award to vest is intended to be determined based on the achievement of performance criteria, then sole agreement governing severance-type benefits. Under no circumstances will the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled toto or eligible for any other severance type benefits from the Employer, and including any obligations that existed under any prior agreements including but not limited to prior severance agreements or under the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicableUnified Western Grocers’ Separation Payment Program. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Termination 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 except as follows: (ia) The the Company shall pay the Executive (or, in the event of the Executive’s death, the Executive’s estate) any Accrued Obligations (as such term is defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”in Exhibit A), 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (iib) If, during the Period of Employment, the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause (and other than due to the Executive’s death or Disability), or as a result of a resignation by the Executive for Good Reason within Reason, and in each case other than in the sixty circumstances described in Section 5.3(c) below, the Company shall pay the Executive (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the Accrued Obligations) the following: (i) subject to tax withholding and other authorized deductions, an amount payable under Section 5(c)(iequal to the greater of (A) but the Executive’s Base Salary and Automobile Allowance that would have been paid to the Executive had the Executive’s employment with the Company continued from the Termination Date and through the Expiration Date, based on the annualized rate of Base Salary and Automobile Allowance in lieu of effect on the Severance Payments payable under Section 5(c)(iiTermination Date (without regard to any reduction in Base Salary level that results in a Good Reason termination), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (AB) twelve (12) months of the Executive’s Base Salary (and Automobile Allowance at the rate in effect immediately prior on the Termination Date (without regard to any reduction in Base Salary level that results in a Good Reason termination). Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 18.1, 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 longer, the number of months remaining in the period between the Termination Date and the Expiration Date (the longer of such periods, the “Severance Period”), with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service (as such term is defined in Exhibit A) occurs (and which amount shall include payment of any amounts that would otherwise be due prior thereto); and (ii) if the Executive and any of the Executive’s eligible dependents, in each case, who participate in the Company’s (or any Affiliate’s) medical, dental, vision and prescription drug plans as of the Termination Date, timely elect coverage under Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for such plans, the Company shall pay directly, or if reimburse Executive for, such COBRA premiums (on a monthly basis) during the termination Severance Period; provided, that in no event shall the Company’s obligations pursuant to this paragraph extend beyond the period in which the Company (or any Affiliate) is required to provide COBRA coverage to the Executive and/or any of his eligible dependents; and provided, further, that the first payment or reimbursement shall be made on the sixtieth (60th) day following the Executive’s Separation from Service (and which amount shall include payment of any amounts that would otherwise be due prior thereto). (c) If at any time after the date that is twelve (12) months before the Expiration Date and on or before the date that is six (6) months before the Expiration Date, the Company notifies the Executive that the Period of Employment will not be extended beyond the Expiration Date as contemplated by Section 2 and the Executive’s employment actually terminates on the Expiration Date, the Executive will be entitled to, subject to tax withholding and other authorized deductions, payment of an amount equal to (i) twelve (12) months of the Executive’s Base Salary and Automobile Allowance at the rate in effect on the date of such notice, multiplied by (ii) a fraction, the numerator of which is the number of calendar days of the Period of Employment that elapse between the date that is twelve (12) months before the Expiration Date and the date on which such notice is provided to the Executive and the denominator of which is three hundred sixty-five (365) (the “Non-Renewal Benefit”). Subject to Section 18.1, the Company shall pay such amount to the Executive in equal monthly installments (rounded down to the nearest whole cent) over the corresponding number months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Expiration Date (and which amount shall include payment of any amounts that would otherwise be due prior thereto). (d) If, during the Period of Employment, the Executive’s employment with the Company terminates due to the Executive’s death or Disability, the Executive (or his estate) will be entitled to, subject to tax withholding and other authorized deductions, payment of an amount equal to fifty percent (50%) of the Executive’s Base Salary at the annualized rate in effect on the Termination Date. Subject to Section 18.1, the Company shall pay such amount to the Executive (or his estate) in equal monthly installments (rounded down to the nearest whole cent) over a period of six (6) 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 which amount shall include payment of any amounts that would otherwise be due prior thereto). (e) If, during the Period of Employment, the Executive’s employment with the Company is terminated by the Company without Cause, as a result of a resignation by the Executive for Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereofor due to his death or Disability, the Base Salary in effect prior Executive (or his estate) will be entitled to receive, subject to tax withholding and other authorized deductions, an amount equal to a pro-rated share of any Annual Incentive Bonus otherwise payable to the reduction)Executive, payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Termination Date occurs, payable at occurs (such proration to be based on the same time number of days in the year of such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on which the date of Executive’s termination; provided, however, that if an outstanding equity award Executive is to vest and/or employed by the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”Company). (ivf) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches materially breaches, at any time, either the Executive’s obligations under Sections 6.1, 6.4, 6.5 or 6.6 of this Agreement or any other material provisions under Section 6 of this Agreement at any timeAgreement, 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 shall no longer be entitled to, and the Company will shall no longer be obligated to pay, any remaining unpaid portion of the Severance Payments Benefit under Section 5.3(b) or Change in Control Severance Paymentsany remaining unpaid portion of the severance payments under Section 5.3(c) or 5.3(d), as applicable; provided, however, that, if the Executive provides the Release contemplated by 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. (vg) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any) or any other retirement or pension plan; and (iv) any right to indemnification the Executive may have from the Company or the Executive’s right to be covered under any applicable insurance policy, with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company affiliates, including, without Cause or by Executive for Good Reasonlimitation, pursuant to Section 19 hereof.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (in any case, the date 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 except as follows: (i) 1. The Company shall pay the Executive (or, in the event of his death, the Executive’s deathspouse, beneficiaries or estate, as required by the terms of Executive’s will as instructed by the executor of Executive’s estate) any Accrued Obligations (as defined belowin Section III.F) within ten (10) days after the thirty Severance Date (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 planslaws); 2. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of Employment, the Executive’s employment with the Company ends terminates as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than Involuntary Termination (as defined in connection with a Change in Control, then, in addition to the amounts payable under Section 5(c)(iIII.F), subject to the Executive’s timely execution and non- revocation of compliance with the general release described obligations in Section 5(d) (the “General Release”) and the other conditions and limitations hereinIII.D.3 hereof, Executive shall be entitled to receive the following benefits: (Aa) six If such termination occurs prior to the second (62nd) months annual anniversary of the Employment Commencement Date, the Company shall pay Executive a lump sum payment in cash equal to three (3) times the sum of (i) his Base Salary (at the rate as in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(vInvoluntary Termination) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (Bii) to the extent unpaid as of the Separation Date, payment of Executive’s Target Bonus for the fiscal year immediately preceding of termination (assuming all applicable performance goals and all applicable conditions to receiving such Target Bonus for the year in which are 100% satisfied). If such termination occurs on or following the Separation Date occurssecond (2nd) annual anniversary of the Employment Commencement Date, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in pay Executive a lump sum along with payment in cash equal to one (1) times (or two (2) times in the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause event such termination occurs in connection with, or by the Executive for Good Reason within the sixty (60) days prior to at any time following, a Change in Control or within (as defined in Section III.F)) the twelve sum of (12x) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of his Base Salary (at the rate as in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(vInvoluntary Termination) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty and (30y) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Target Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time of termination (assuming all applicable performance goals and all applicable conditions to receiving such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Target Bonus for the fiscal year in which are 100% satisfied). This payment, as applicable, shall be subject to tax withholding and other authorized deductions and, subject to Annex A, will be made on the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on sixtieth day following the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (ivb) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 shall immediately vest in 100% of this 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 shares subject to the Company, Executive will no longer be entitled to, Time-Based Option and the Company Initial RSU, all shares subject to the Time-Based Option will no longer be obligated become immediately exercisable and all restrictions with respect to paythe Time-Based Option and Initial RSU shall immediately lapse, any remaining unpaid portion in each case, as of the Severance Payments or Change Date. In addition, all of Executive’s outstanding Company stock options shall remain exercisable, to the extent vested, for a period of three (3) years following the Severance Date, but in Control Severance Payments, as applicable. no event later the ten (v10) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event year term/expiration date of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reasonapplicable option.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (whether or not during or following the expiration of the Period of Employment) (the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations Obligations; (as defined belowb) within If the thirty (30) day period following the date 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 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 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 “Separation Date”Severance Benefit.” Subject to Section 22b), or such earlier date as may be required by applicable law, and Executive the Company shall receive any vested accrued benefits for which Executive remains eligible under pay the Company’s employee welfare benefit and retirement plans, payable according Severance Benefit to the terms 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 plans. payment. (ii) The Company will pay or reimburse the Executive and Executive’s eligible dependents shall be eligible for continued his premiums charged to continue medical coverage under the group medical care plans provided pursuant to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) and/or state lawas 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 terms and conditions thereof, and at month following the month in which the Executive’s own expenseSeparation 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 Company’s 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 Company). (iiiii) IfThe 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, during to the Period 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 (x) the Executive’s target Incentive Bonus for the fiscal year in which the Severance Date occurs, multiplied by (y) a fraction, the numerator of Employmentwhich 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. (v) The Executive will be fully vested as of the Severance Date in any otherwise unvested amounts then allocated to the Executive’s account under the Semtech Executive Compensation Plan (the Company’s non-qualified deferred compensation plan). (vi) 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 ends as a result had continued for twelve (12) months after the Severance Date (and any portion of an involuntary termination such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding equity-based award granted by the Company without Cause or to the Executive that is subject to performance-based vesting requirements and unless otherwise expressly provided in the applicable award agreement, 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 resignation employment with the Company will be deemed to have continued for Good Reason other than in connection with twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs within a Change in ControlControl Window and in each case unless otherwise expressly provided in the applicable award agreement, then, in addition (i) each equity-based award granted by the Company to the amounts payable 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(c)(i5.3(b), subject the Severance Date occurs prior to Executive’s timely execution a Change in Control Event, and non- revocation 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 general release described Severance Date occurring within a Change in Section 5(dControl Window that would have otherwise (as provided above) (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled been required to receive (A) six (6) months of Base Salary (at the rate in effect immediately have been paid prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction Change in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments Control Event shall be paid until the Company’s first payroll payment date in the year on or within ten (10) days following the year Change in which Control Event. For purposes of clarity, if the Separation Date occurs, and any amount that is not paid prior to such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within Reason, and any stock option or other equity-based award granted to the sixty 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 (60subject, in all events, to the original maximum term of the award) days prior until the later of (a) the end of the 90-day period following the Severance Date and (b) if a definitive agreement with respect to a Change in Control or within Event transaction was entered into prior to the twelve (12) months Severance Date, one year following the execution of such agreement, and, if a Change in ControlControl Event occurs within such period of time, thensuch 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 amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”Accrued Obligations). (ivd) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive materially breaches Executive’s his ongoing obligations under Section 6 of the Confidentiality Agreement or under this 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 Severance Payments Benefit or Change 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 Control Severance Paymentsno 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, as applicableif 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. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (or its Compensation Committee’siii) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at If the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without for Cause or by the Executive without Good Reason, the Company shall not be obligated to make any further payment to the Executive (other than accrued and unpaid base salary and expenses to the date of termination), or continue to provide any benefit (other than benefits which have accrued pursuant to any plan or by law) to the Executive under this Agreement. Accrued and unpaid base salary, expenses, and benefits which have accrued pursuant to any plan or by law are hereinafter referred to as “Accrued Obligations”. B) If the Executive is terminated for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in ControlPerformance Reasons, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations hereinAccrued Obligations, Executive shall be entitled to: (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of six (6) months following termination; and (ii) upon timely election of COBRA continuation coverage, the Executive’s continued participation in any employee health and welfare benefit plan to receive which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to six (A6) months following termination; provided, that the Company’s obligation to continue the Executive’s participation in any employee health and welfare benefit plan shall cease as of the date the Executive becomes eligible to participate in a similar benefit from another source. All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(E) below. C) If the Executive’s employment is terminated by the Company for Disability, or without Cause, if employment terminates because of the Executive’s death, or if the Executive terminates his employment for Good Reason, then, in addition to the Accrued Obligations, Executive shall be entitled to: (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of twelve (12) months following termination; and (ii) upon timely election of COBRA continuation coverage, the Executive’s continued participation in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to twelve (12) months following termination; provided , that the Company’s obligation to continue the Executive’s participation in any employee health and welfare benefit plan shall cease as of the date that the Executive becomes eligible to participate in a similar benefit from another source. All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(E) below. D) Notwithstanding any other provision with respect to payments under Section 11(B), if the Executive’s employment is terminated by the Company within twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Datea Change of Control for reasons other than Cause, Disability, or his death or if the termination is as a result of Executive terminates his employment for Good Reason triggered based on within twelve (12) months of a material reduction Change of Control, then, in lieu of the payments set forth in paragraph (C), the Executive shall be entitled to (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of twenty-four (24) months following termination; (ii) an amount equal to two times the Executive’s Base Salary under Section 5(e)(vtarget annual bonus, paid in a lump sum; and (iii) hereofupon timely election of COBRA continuation coverage, the Base Salary Executive’s continued participation, subject to COBRA, in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to twenty-four (24) months following termination; provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in lieu of coverage, the Company will pay its share of the monthly Company premium in effect prior to the reductiontermination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period. All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(E) below. E) All payments and benefits set forth in Sections 11(B)-(D) are contingent upon the Executive’s execution (without revocation) of a separation agreement that is in a form acceptable to the Company and contains a full waiver and release of claims against the Company within twenty-one (21) days of the date such separation agreement is provided to the Executive. F) Notwithstanding any other provision with respect to the timing of payments under Sections 11(A)-(D), payable in as applicable, if, at the time of the Executive’s termination, the Executive is deemed to be a lump sum “specified employee” (within thirty (30the meaning of Code Section 409A, and any successor statute, regulation and guidance thereto) days following of the Separation Date and subject to all applicable taxes and withholdings; (B) Company, then only to the extent unpaid necessary to comply with the requirements of Code Section 409A, any payments to which the Executive may become entitled under Sections 11(A)-(D), as applicable, will be withheld until the first business day of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days seventh month following the Separation Date, equal to one hundred percent (100%) termination of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination employment, at which time the Executive shall be paid an aggregate amount equal to six months of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless payments otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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 due to the Company, Executive will no longer be entitled to, and under the Company will no longer be obligated to pay, any remaining unpaid portion terms of the Severance Payments or Change in Control Severance PaymentsSections 11(A)-(D), as applicable. (v) The severance . After the first business day of the seventh month following the termination of the Executive’s employment and accelerated vesting provisions of this Section 5(c) continuing each month thereafter, the Executive shall be superseded paid the regular monthly payments otherwise due to the Executive in accordance with the terms of Sections 11(A)-(D), as applicable. In addition, in the event that the Company is obligated to make cash payments directly to the Executive in lieu of COBRA continuation coverage pursuant to the Board’s (or its Compensation Committee’s) adoption terms of an executive severance plan covering Executive that provides for benefits Section 11(D), then, to the extent necessary to comply with the requirements of Code Section 409A, such cash payments will be withheld, if applicable, in the event of termination of employment by the Company without Cause or by Executive for Good Reasonsame manner as described above in this paragraph.

Benefits Upon Termination. If Executive remains employed with Company for the full duration of the Retention Term, provided Executive’s employment is not terminated by Company for Cause, and provided further that Executive otherwise substantially complies with the Company is terminated during material terms of this Agreement, including the Period execution of Employment for any reason by the Company or by Executivea Separation Agreement as further described herein, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from Company the Company, any payments or following severance benefits except as followswithin ten (10) days after the date his employment with Company terminates: (i) The Company shall pay remaining unpaid amount of his Base Salary through March 15, 2008. (ii) An additional amount of four hundred fifteen thousand dollars ($415,000), equal to twelve (12) months’ Base Salary. (iii) The full amount of any discretionary bonus awarded to Executive (orfor calendar year 2007, as such bonus amount is determined in the event sole discretion of Executive’s death, Executive’s estatethe Compensation Committee. (iv) any Accrued 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 Pursuant to the terms of such plansthe RSU Agreement, Executive has been granted through the Effective Date 440,016 RSUs, which remain restricted (“Existing RSUs”). Executive and Executive’s eligible dependents shall will continue to be eligible for continued coverage under eligible, to the group medical care plans provided extent that Executive is employed with Company on a future RSU award date during the Retention Term, to employees receive any additional RSUs awarded, the number of which is currently estimated to be approximately 29,436 RSUs, as such number may be adjusted in the sole discretion of the Company Compensation Committee in accordance with the terms of the RSU Agreement (“Future RSUs”). Notwithstanding the terms of the RSU Agreement, Company will accelerate the lapse of all remaining restrictions for the Existing RSUs and the Future RSUs to the last day of the Retention Term. Except as provided herein, Executive will not be entitled to any additional vesting under any of the Level 3 Communications, Inc. 1995 Stock Plan, Company’s or the Affiliates’ stock plans, stock option plans, or other benefit plans, including the OSO Agreements. In addition, this Agreement is not intended to nor shall it modify the expiration date of any award of OSOs or RSUs. (v) Executive shall be entitled to any rights be may have under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law). Company shall reimburse Executive for any premium for COBRA health, subject to the terms and conditions thereofdental, and at vision coverage paid by Executive (including coverage for Executive’s own expense. family) for a period of one (ii1) If, during month after the 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 other than in connection with a Change in Control, then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution and non- revocation end of the general release described Retention Period, provided Executive submits to Company’s COBRA provider any required documentation. Executive shall be eligible for the compensation and benefits set forth in this Section 5(d) 2.B upon his execution of a Separation Agreement and General Release in the form attached hereto as Exhibit A (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, the “Severance PaymentsAgreement”); provided. Company may withhold from all payments, that no installment compensation or portion of the Severance Payments shall be payable or paid until the expiration of the applicable revocation period for the General Release. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date deliveries due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’shis beneficiary or estate) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment hereunder all taxes which, by the applicable federal, state, local or other law, Company without Cause or by Executive for Good Reasonis required to withhold therefrom.

Benefits Upon Termination. a. If Executive’s employment with the Company terminates for any reason, the Company will pay to Executive (or Executive’s estate): (i) Executive’s earned but unpaid Base Salary through the Termination Date; (ii) any accrued but unused vacation to the extent required under applicable law; and (iii) reimbursement for incurred but unreimbursed expenses pursuant to Company policy (collectively “Accrued Benefits”). b. If Executive’s employment is terminated during pursuant to Section 6(b) or Section 6(c), then if Executive: (A) executes on or before the Period of Employment for any reason Release Expiration Date (as defined below), and does not revoke a general release agreement in a form reasonably acceptable to the Company (the “Release”); and (B) abides by the terms of each of Sections 8, 9 and 10 and any other post-employment obligations that Executive may owe to the Company Group, then the Company shall provide Executive with: i. eighteen (18) months’ of Executive’s Base Salary for the year in which such termination occurs (such total severance payments, the “Salary Continuation”), paid in substantially equal installments over the eighteen (18)-month period following Termination Date (the “Severance Period”), provided that, subject to Section 21, on the Company’s first regularly scheduled pay date on or by Executiveafter the date that is sixty (60) days after the Termination Date (the “First Payment Date”), the Company shall have no further obligation to make or provide pay to Executive, without interest, the aggregate amount of any installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date and the remaining installments shall be paid on the Company’s regularly scheduled pay dates during the Severance Period; i. a pro-rata portion of Executive’s Annual Bonus for the Bonus Year that includes the Termination Date, with the amount of the Annual Bonus to be determined by the Board (or a committee thereof) based on actual performance for the entire Bonus Year, to be paid to Executive shall have no further right when annual bonuses for the applicable year are paid to receive or obtain from similarly situated executives of the Company, but in no event later than March 15 of the calendar year following the calendar year in which the Termination Date occurs; i. any payments or benefits except as follows:earned but unpaid Annual Bonus for the calendar year immediately preceding the Termination Date, determined without regard to the requirement that Executive remain employed through the date of payment, to be paid to Executive when such bonus would otherwise become payable in accordance with Section 3(b) hereof; (i) The Company shall pay i. during the portion, if any, of the Severance Period that Executive (or, in the event of elects to continue coverage for Executive and Executive’s deathspouse and eligible dependents, Executive’s estate) any Accrued Obligations (as defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”)if any, 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 group health plans pursuant to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) and/or state law), subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of Employment, Executive’s employment with the Company ends as shall promptly reimburse Executive on a result monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the Executive contribution amount that similarly situated Executives of an involuntary termination by the Company without Cause pay for the same or Executive’s resignation for Good Reason other than in connection with a Change in Control, then, in addition to the amounts payable similar coverage under Section 5(c)(i), subject to Executive’s timely execution and non- revocation of the general release described in Section 5(d) such group health plans (the “General ReleaseCOBRA Benefit”) and the other conditions and limitations herein, Executive shall be entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each . Each payment of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments COBRA Benefit shall be paid until to Executive on the Company’s first payroll payment regularly scheduled pay date in the year calendar month immediately following the year calendar month in which Executive submits to the Separation Date occursCompany documentation of the applicable premium payment paid by Executive, and any amount that is not paid prior to such date due to such restriction which documentation shall be paid in a lump sum along with the installment scheduled submitted by Executive to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date date on which the applicable premium payment is paid. Executive shall be eligible to receive such reimbursement payments until the earliest of (i) the last day of the Severance Period; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Executive); provided however that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage; i. all unvested time-vested restricted stock or restricted stock units shall continue to vest and become non-forfeitable pursuant to the vesting schedules in the controlling grant agreements; i. all unvested time-based options shall continue to vest and become exercisable pursuant to the vesting schedules in the controlling grant agreements, and such options may be exercised through the original option expiration; and i. all unvested performance-vested awards shall be forfeited. c. If Executive’s employment is terminated pursuant to Section 6(d), subject to all applicable taxes Executive’s (or Executive’s estate) execution and withholdings; (B) non-revocation of the Release, Executive shall be entitled to the extent unpaid as payments and benefits described in Sections 7(b)(ii)-(iv), and: i. all unvested time-vested restricted stock and restricted stock unit grants shall automatically vest and become non-forfeitable; i. all unvested time-based options shall vest and become exercisable, and such options may be exercised through the earlier of the Separation Date, payment original option expiration and 90 days following the date of termination; and i. a Pro-Rata Portion of Executive’s Bonus for unvested performance-vested performance share unit or restricted stock unit grants shall vest and be deemed satisfied at target performance. The “Pro-Ration Portion” shall be determined based on a fraction, the fiscal year immediately preceding numerator of which is the year number of days of completed service by the Executive from the grant date of such award through the Termination Date, and the denominator of which is the total number of days in which the Separation Date occursapplicable performance period. d. If Executive’s employment is terminated on account of a Change in Control Termination pursuant to Section 6(f), payable at subject to Executive’s execution and non-revocation of the same time Release, Executive shall be entitled to the payments and benefits described in Sections 7(b)(i)-(iv), Section 7(c)(i), and: a. all unvested time-based options shall vest and become exercisable, and such Bonus would options may be due under Section 3(b) if Executive had remained employed with exercised through the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) earlier of the original option expiration and 90 days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is the Change in Control Termination occurs on the date of the Change in Control or if the option awards are not assumed or substituted following the Change in Control, Executive will receive a one-time lump sum cash payment within 30 days of the Executive’s execution and non-revocation of the Release equal to the fair market value of the underlying shares as determined under the definitive agreements governing the Change in Control, less the aggregate exercise price of the applicable time-based options and less all applicable tax withholdings. The cash payment under this Section 7(d)(ii) will be in full satisfaction of the Company’s obligations under the option awards and the option awards will be cancelled and of no further force or effect following Executive’s receipt of the cash payment and without any further action on the part of the parties; and b. all unvested performance-vested performance option, share unit or restricted stock unit grants shall vest and/or as follows: (a) if less than one year of the performance period has been completed, a Pro-Rata Portion of Executive’s unvested performance-vested performance share unit or restricted stock unit grants shall vest and be deemed satisfied at target performance, and (b) if greater than one year of the performance period has been completed, the full amount of the equity award to vest is to unvested performance-vested performance share unit or restricted stock unit grant shall be determined deemed satisfied at the greater of target or actual performance as of the Change in Control Termination extrapolated through the end of the applicable performance period. All unvested performance-based options that become vested and exercisable under this Section 7(d)(ii) may be exercised through the earlier of the original option expiration and 90 days following the date of termination; provided, however, if the Change in Control Termination occurs on the achievement date of performance criteriathe Change in Control or if the option awards are not assumed or substituted following the Change in Control, Executive will receive a one-time lump sum cash payment within 30 days of the Executive’s execution and non-revocation of the Release equal to the fair market value of the underlying shares as determined under the definitive agreements governing the Change in Control, less the aggregate exercise price of the applicable performance-based options and less all applicable tax withholdings. The cash payment under this Section 7(d)(ii) will be in full satisfaction of the Company’s obligations under the option awards and the option awards will be cancelled and of no further force or effect following Executive’s receipt of the cash payment and without any further action on the part of the parties. i. If the Release is not executed and returned to the Company on or before the Release Expiration Date, and any required revocation period has not fully expired without revocation of the Release by Executive, then the equity award will vest as Executive shall not be entitled to one hundred percent (100%) any portion of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(spayments or benefits described in Sections 7(b)-(d), unless otherwise provide in the applicable award agreement ((A) through (D) as applicable. As used herein, the “Change in Control Severance Payments”). Release Expiration Date” is that date that is either twenty-one (iv21) Notwithstanding Sections 5(c)(iior forty-five (45) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Paymentsdays, as applicable. (v) , following the date upon which the Company delivers the Release to Executive. The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in Company reserves the event right to assign only portions of the Boardconsideration provided in exchange for the Release to Executive’s release of Age Discrimination in Employment Act (or its Compensation Committee’s“ADEA”) adoption claims thereunder, such that the rest of an executive severance plan covering the Release will remain effective if Executive that provides for benefits in revokes his release of ADEA claims following his execution of the event of termination of employment by the Company without Cause or by Executive for Good ReasonRelease.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations Obligations; (as defined belowb) within If the thirty (30) day period following the date Executive’s employment with the Company terminates during the Period of Employment 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 entitled to the following benefits: (i) The Company shall pay or reimburse the Executive (in addition to the Accrued Obligations) for the employer-paid portion of the premiums charged to continue medical coverage, plus a severance payment which is detailed in Section 5.3(b)(ii). Such amount is referred to hereinafter as 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 Severance Benefit.” The coverage of medical premiums is pursuant to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) and/or state lawas 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 (i) shall, subject to Section 21(b), commence with continuation coverage on the terms and conditions thereof, and at day immediately following the date the Executive’s own expenseseparation from service occurs and shall cease with continuation coverage for the sixth 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)(i) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in material adverse tax consequences. (ii) IfOn the sixtieth (60th) day following the Executive’s Separation from Service, during subject to the Period execution of Employmentthe general release attached as Exhibit A and other requirements of Paragraph 5.4 below, if the Executive has completed at least six months active and continuous employment with the Company, the Company shall pay the Executive the amount of Base Salary equal to one (1) week at the rate of pay upon separation per every one (1) month that the Executive was actively and continuously employed by the Company up to a maximum of twelve (12) months; provided, however, the amount of these additional severance payments will be reduced dollar-for-dollar by the amount of compensation for providing services (whether as employee, consultant, independent contractor or otherwise) earned by Executive from any source following the Severance Date. In no case shall the total payment owed under this Paragraph 5.3(b)(ii) exceed the total Base Salary earned by the Executive in the prior twelve (12) months, regardless of the Executive’s tenure at the time of separation. For the purposes of clarity, any calendar month in which the Executive is actively employed by the Company for at least one (1) business day counts as a full month for the purposes of this payment. The duration of Executive’s active and continuous employment with the Company shall be calculated without regard to the employment agreement then in effect, so long as the Executive was actively and continuously employed by the Company. (iii) Subject to the requirements of any award agreement between Executive and the Company, any other stock option or other equity-based award granted by the Company to the Executive that is then-outstanding and unvested on the Severance Date shall terminate on the Severance Date and the Executive shall have no further right with respect thereto or in respect thereof. (c) If the Executive’s employment with the Company ends terminates during the Period of Employment as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Controldeath or Disability, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject obligation to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by pay the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards terminate on the date of the death or Disability. The Executive’s termination; provided, however, that if an then-outstanding equity award is stock option and other equity-based awards granted by the Company to vest and/or the amount of the equity award to vest is to Executive shall be determined based on the achievement of performance criteria, then the equity award will vest treated as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide provided in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”Section 5.3(b)(iii). (ivd) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches Executive’s his obligations under Section 6 of this 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 Severance Payments Benefit, or Change to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(i); provided that, if the Executive provides the Release contemplated by Section 5.4, in Control Severance Paymentsno 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, as applicableif 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. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (or its Compensation Committee’siii) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s death, the Executive’s estate) any Accrued Obligations (as such term is defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”in Section 5.5), 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense.; (iib) If, during the Period of Employment, the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment 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 for Good Reason within the sixty (60) days prior to has a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(iiDisability), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive the following benefits: (Ai) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to 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), 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) months 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 Base Salary 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 continued payment of the same percentage of the applicable premiums as she 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 rate same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Separation Severance Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of that the Separation DateExecutive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, payment of Executive’s Bonus subject to Section 5.7(a), commence with continuation coverage for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days month following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year month in which the Executive’s termination of employment 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 (for avoidance or, if earlier, shall cease upon the first to occur of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of the Executive’s outstanding unvested equity awards on 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 termination; provided). To the extent the Executive elects COBRA coverage, however, that if an outstanding equity award is she shall notify the Company in writing of such election prior to vest and/or such coverage taking effect and complete any other continuation coverage enrollment procedures the amount of the equity award to vest is to be determined based on the achievement of performance criteria, Company may then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide have in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)place. (ivc) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches Executive’s obligations under Section 6 of this 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 Severance Payments Benefit or Change 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 Control no event shall the Executive be entitled to a Severance PaymentsBenefit payment of less than $5,000, as applicablewhich amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4. (vd) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; or (ii) the Executive’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits rights under COBRA to continue participation in the event of termination of employment by the Company without Cause or by Executive for Good Reasonmedical, dental, hospitalization and life insurance coverage.

Benefits Upon Termination. If the Executive’s employment with the Company is terminated during Wendy’s and the Period of Employment for any reason by terminates (the Company date of such termination is referred to as the “Severance Date”), Wendy’s shall pay or by provide, as the case may be, to the Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as followsfollowing: (ia) The Company Wendy’s shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations (as defined belowin Section 5.6); and (b) within If the thirty (30) day period following the date Executive’s employment terminates is terminated by Wendy’s without Cause (other than for death or Disability) or by the Executive for Good Reason, the Executive shall be entitled to the following benefits: (i) Wendy’s shall pay (as severance pay) the Executive a lump sum cash amount equal to two times his Base Salary (at the highest annualized rate in effect at any time during the Period of Employment) and two times his Target Bonus (collectively the “Separation DateSeverance Payment”), 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 ) in addition to the terms of such plans. Executive Accrued Obligations. (ii) Wendy’s shall pay as and when due, the Executive’s eligible dependents shall be eligible cost for the continued health coverage under the group medical care plans provided pursuant to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), for the eighteen (18) and/or state lawmonth period following the Severance Date, subject for the Executive and his dependents covered under any group health plans or life insurance plans of Wendy’s, as applicable, immediately prior to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during termination of the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that dateWendy’s. (iii) Each stock option, restricted stock award, and other stock and stock-based awards granted to the Executive, to the extent outstanding and not otherwise fully vested immediately prior to the termination of the Executive’s employment with Wendy’s, shall become fully vested upon (or as necessary to give effect to such acceleration, immediately prior to) such termination of employment and any such stock option or similar award, as accelerated, shall remain outstanding and exercisable until the earlier of (a) one (1) year following such termination of employment and (b) the scheduled expiration date of such stock option or similar award. (c) If the Executive’s employment is terminated by the Company without Cause reason of his death or by Disability, the Executive for Good Reason within (or his estate in the sixty (60event of his death) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect following benefits: Each stock option, restricted stock award, and other stock and stock-based awards granted to the Executive, to the extent outstanding and not otherwise fully vested immediately prior to the Separation Date, or if termination of the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(vemployment with Wendy’s, shall become fully vested upon (or as necessary to give effect to such acceleration, immediately prior to) hereofsuch termination of employment and any such stock option or similar award, as accelerated, shall remain outstanding and exercisable until the Base Salary in effect prior to the reduction), payable in a lump sum within thirty earlier of (30a) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for year following such termination of employment and (b) the fiscal year in which the Change in Control occurs scheduled expiration of such stock option or similar award. The foregoing provisions of this Section 5.4 shall not affect: (2i) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination receipt of employment occurs benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Wendy’s welfare benefit plan; or (for avoidance of doubt, this amount will not be prorated); and (Dii) acceleration of one hundred percent (100%) of the Executive’s outstanding unvested equity awards on receipt of benefits otherwise due in accordance with the date terms of Wendy’s benefit plans and programs. (d) It is intended that any amounts payable under this Agreement and Triarc’s, Wendy’s and the Executive’s terminationexercise of authority or discretion hereunder shall either be exempt from or comply with Section 409A of the Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto, together “Section 409A”), so as not to subject the Executive to payment of any tax, penalty or interest under Section 409A. To the extent that any amount payable under any Wendy’s benefit plan or agreement would trigger any additional tax, penalty or interest imposed by Section 409A, Wendy’s shall use reasonable efforts to modify such plan or agreement to the minimum extent necessary to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Any Accrued Obligations shall be paid to the Executive upon or promptly following (and in no event later than ten (10) days after) the Executive’s Separation from Service (as defined in Section 5.6). The lump sum cash payments (if any) required in the circumstances under this Section 5.4 shall be paid upon or promptly following (and in no event later than ten (10) days after) the Executive’s Separation from Service; provided, however, that if an outstanding equity award the Executive is to vest and/or a “specified employee” within the amount meaning of Treasury Regulation Section 1.409A-1(i) as of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) date of the amount Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to this Section 5.4 until the earlier of (i) the date which is six (6) months after the Executive’s Separation from Service for any reason other than death, or (ii) the date of the equity award assuming Executive’s death. The provisions of this paragraph shall only apply if, and to the performance criteria had been achieved at target levels for extent, required to avoid the relevant performance period(s)imputation of any tax, unless penalty or interest pursuant to Section 409A. Any amounts otherwise provide payable to the Executive upon or in the applicable award agreement six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this paragraph shall be paid as soon as practicable (Aand in all events within ten (10) through days) after the date that is six (D6) herein, months after the “Change in Control Severance Payments”). Executive’s Separation from Service (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) aboveor, if Executive breaches Executive’s obligations under Section 6 of this Agreement at any timeearlier, from as soon as practicable, and in all events within ten (10) days after the date of such breach the Executive’s death). Notwithstanding anything to the contrary in this Agreement, neither Triarc, Wendy’s nor any of their affiliates shall be liable to indemnify, or otherwise be responsible for any tax, penalty or interest imposed on, the Executive under Section 409A. Any severance payments or benefits under Section 5.4(b) hereof shall be conditioned upon the Executive having provided a waiver and not general release of claims in any way in limitation favor of Triarc, Wendy’s and their subsidiaries and affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any right or remedy otherwise available to of the Companyforegoing in the form attached hereto as Exhibit C, Executive will no longer be entitled tothat has become effective and irrevocable in accordance with its terms. Upon termination of the Executive’s employment for any reason, and regardless of whether the Company will no longer be obligated Executive continues as a consultant to payWendy’s or its affiliates, any remaining unpaid portion upon Wendy’s request the Executive agrees to resign, as of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions date of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of such termination of employment by or such other date requested, from the Company without Cause any board of directors (or by committee thereof) of Wendy’s or any of its affiliates to the extent Executive for Good Reasonis then serving thereon.

Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at If the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without for Cause or by the Executive without Good Reason, the Company shall not be obligated to make any further payment to the Executive (other than accrued and unpaid base salary and expenses to the date of termination), or continue to provide any benefit (other than benefits which have accrued pursuant to any plan or by law) to the Executive under this Agreement. Accrued and unpaid base salary, expenses and benefits which have accrued pursuant to any plan or by law are hereinafter referred to as “Accrued Obligations”. B) If the Executive is terminated for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in ControlPerformance Reasons, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations hereinAccrued Obligations, Executive shall be entitled to: (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of twelve (12) months following termination; and (ii) upon timely election of COBRA continuation coverage, the Executive’s continued participation in any employee health and welfare benefit plan to receive which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to twelve (A12) months following termination; provided, that the Company’s obligation to continue the Executive’s participation in any employee health and welfare benefit plan shall cease as of the date that the Executive becomes eligible to participate in a similar benefit from another source. All payments shall begin following the effective date of the separation agreement set forth in Section 11(F) below. C) If the Executive’s employment is terminated by the Company for Disability, or without Cause, if employment terminates because of the Executive’s death, or if the Executive terminates his employment for Good Reason, then, in addition to the Accrued Obligations, Executive shall be entitled to: (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of twelve (12) months following termination; and (ii) upon timely election of COBRA continuation coverage, the Executive’s continued participation in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to twelve (12) months following termination; provided, that the Company’s obligation to continue the Executive’s participation in any employee health and welfare benefit plan shall cease as of the date that the Executive becomes eligible to participate in a similar benefit from another source. All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(F) below. D) Notwithstanding any other provision with respect to payments under Section 11, if the Executive’s employment is terminated by the Company within twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Datea Change of Control for reasons other than Cause, Disability, or his death or if the termination is as a result of Executive terminates his employment for Good Reason triggered based on within twelve (12) months of a material reduction Change of Control, then, in lieu of the payments set forth in paragraphs (B) or (C), the Executive shall be entitled to: (i) salary continuation at the salary the Executive was receiving at the time of termination for a period of twenty-four (24) months following termination; (ii) an amount equal to two times the Executive’s Base Salary under Section 5(e)(vtarget annual bonus, paid in a lump sum; (iii) hereofupon timely election of COBRA continuation coverage, the Base Salary Executive’s continued participation, subject to COBRA, in any employee health and welfare benefit plan to which the Executive was a participant prior to his termination, with the Company premiums paid at the same percentage as when the Executive had participated as an employee, for up to twenty-four (24) months following termination; provided that, if COBRA continuation coverage is otherwise earlier terminated under applicable law, then, in lieu of coverage, the Company will pay its share of the monthly Company premium in effect prior to the reduction)termination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period; (iv) notwithstanding any other agreement, payable in a lump sum within thirty all stock, restricted stock, stock options or restricted stock options with respect to the stock of the Company held by the Executive shall become 100% vested and any such options shall remain exercisable, subject to the provisions of Section 23 of the Company’s 2000 Employee, Director and Consultant Stock Plan, until later of (30x) days the 15th day of the third month following the Separation Date and subject to all applicable taxes and withholdings; (B) to date on which the extent unpaid options would have otherwise expired as a result of the Separation Date, payment termination of the Executive’s Bonus for employment, (y) December 31 of the fiscal year immediately preceding the calendar year in which the Separation Date occursoptions would have otherwise expired as a result of the termination of the Executive’s employment, payable at or (z) solely with respect to options granted after December 22, 2005, two years from the same time such Bonus would be due under Section 3(blater of (I) if Executive had remained employed with the date of termination of the Executive’s employment or (II) the date of the Change in Control of the Company through or CuraGen, provided, however, in no event will any option remain exercisable beyond the expiration of the original term for any such payment dateoption as of the original date of grant; and (Cv) a lump-sum paymentnotwithstanding any other agreement, payable within thirty all stock, restricted stock, stock options or restricted stock options with respect to the stock of CuraGen held by the Executive shall become 100% vested (30to the extent not already fully vested) days and any such options shall remain exercisable, subject to the provisions of Section 23 of the CuraGen’s Amended and Restated 1997 Employee, Director and Consultant Stock Plan (the “CuraGen Stock Plan”), until the later of (x) the 15th day of the third month following the Separation Date, equal to one hundred percent (100%) date on which the options would have otherwise expired as a result of the higher termination of (1) the Executive’s target Annual Bonus as in effect for employment, or (y) December 31 of the fiscal calendar year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for options would have otherwise expired as a result of the fiscal year in which termination of the Executive’s termination of employment occurs (for avoidance of doubtemployment, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is in no event will any option remain exercisable beyond the expiration of the original term for any such option as of the original date of grant.” All payments shall begin as soon as practicable following the effective date of the separation agreement set forth in Section 11(F) below. E) Notwithstanding anything contained herein to vest and/or the amount contrary and notwithstanding any other agreement, upon (i) a Change in Control of the Company or CuraGen, (ii) the consummation of a spin-off of the Company from CuraGen in which CuraGen distributes to the stockholders of CuraGen a percentage of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) securities of the amount Company such that CuraGen then holds less than 50% of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 voting power of this 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, or (iii) the consummation of an initial public offering of any class of equity security of the Company that is registered under the Securities Act of 1933, as amended, such that CuraGen then holds less than 50% of the voting power of the Company, (x) all stock, restricted stock, stock options or restricted stock options with respect to stock of CuraGen held by the Executive will no longer be entitled toshall become 100% vested, and (y) all stock, restricted stock, stock options or restricted stock options with respect to stock of the Company will no longer shall be obligated governed by the terms of any Company plan or option agreement with respect thereto. Notwithstanding any provision herein to paythe contrary, if, immediately following and as a direct result of any remaining unpaid portion event described in this Section 11(E), the Company ceases to be an Affiliate (as such term is defined under the CuraGen Stock Plan) of CuraGen (the “Triggering Event”), then notwithstanding any other agreement, all stock options or restricted stock options with respect to the stock of CuraGen shall remain exercisable, subject to the provisions of Section 23 of the Severance Payments or Change in Control Severance PaymentsCuraGen Stock Plan, as applicable. until the later of (vx) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event 15th day of the Board’s (or its Compensation Committee’s) adoption third month following the date on which the options would have otherwise expired as a result of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.Triggering Event, or

Benefits Upon Termination. If the Executive’s employment with by the Company is Bank shall be terminated subsequent to a Change in Control and during the Period term of Employment this Agreement by (i) the Bank for any reason by other than Cause or the Company Executive’s death or by Executive(ii) the Executive for Good Reason, then the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as followsBank shall: (ia) The Company shall pay to the Executive (or, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be) in a lump sum within ten (10) business days following the Executive’s deathDate of Termination the following: a cash severance amount equal to two times the average of the three preceding years’ annual base salary, Executive’s estate) including bonuses and any Accrued Obligations (as defined below) within other cash compensation paid or accrued by the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”), or Executive during such earlier date as may be required by applicable lawyears, and the amount of any benefits received pursuant to any employee benefit plans on behalf of the Executive maintained by the Bank during such years, excluding benefits continued pursuant to (b) below. If the Executive has been employed by the Bank for less than one year, then the severance pay shall receive be a sum equal to thirty-six times the average monthly salary, including bonuses and any vested other cash compensation paid or accrued by the Executive during such period, and the amount of any benefits received pursuant to any employee benefit plans on behalf of the Executive maintained by the Bank during such period, excluding benefits continued pursuant to (b) below, for the period over which the Executive remains eligible under has been employed by the Company’s employee welfare benefit Bank; and (b) maintain and retirement plans, payable according provide continued life insurance and non-taxable medical and dental coverage substantially identical to the terms coverage maintained by the Bank for the Executive prior to his severance. Such coverage and payments shall cease upon expiration of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended twenty-four (“COBRA”24) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expensemonths. (iic) If, during Upon the Period occurrence 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 other than in connection with a Change in Control, then, the Executive will have such rights as specified in addition any stock option plan or restricted stock plan provided by the Bank or any other employee benefit plan with respect to options and such other rights as may have been granted to the amounts payable Executive under such plans. (d) For purposes of Section 5(c)(i)4, subject “termination of employment” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Bank and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to Executive’s timely execution and non- revocation a level that is less than 49% of the general release described average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period. (e) Notwithstanding the preceding paragraphs of this Section 3: (i) in Section 5(d) no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “General ReleaseTermination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and the other conditions and limitations herein, Executive shall be entitled in order to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as avoid such a result Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of Good Reason triggered based on a material reduction in which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s Base Salary under “base amount”, as determined in accordance with said Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings280G; and (Bii) in no event shall the aggregate compensation to Executive under this agreement or any other severance or employment contract exceed three times the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” compensation within the meaning of Section 409A 310 of the OTS Examination Handbook. The allocation of the reduction required hereby among Termination Benefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive, provided however that if it is determined that such election by the Executive shall be in violation of Code Section 409A, the cash severance payable pursuant to Section 3 hereof shall be reduced by the minimum amount necessary to result in no portion of payments and benefits payable to the Bank under Section 3 being non-deductible to the Bank pursuant to Section 280G of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as excise tax imposed under Section 4999 of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)Code. (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If (a) Subject to Section 9 hereof, if the Executive’s 's termination of employment with the Company is terminated 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 Period three year period immediately prior to the Date of Employment for any reason 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. The Executive's severance benefits shall be paid in one of the following manners elected by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: : (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below1) within the thirty (30) day period days of the Date of Termination, (2) within ten (10) business days of January 1 of the year following the date Executive’s employment terminates Date of Termination, (3) as salary continuation with equal weekly payments during the “Separation Date”twelve (12) month term of the severance, or (4) through the purchase of an annuity that has a value equal to the total severance benefit. The Executive shall make this payment election within twenty- one (21) days of the Date of Termination. If the Executive fails to make an election, payments will be made as outlined in option (1), or such earlier date as may within thirty (30) days of the Date of Termination. Payments made under this subsection (a) shall not be required by applicable law, and Executive shall receive taken into account under any vested accrued benefits for which Executive remains eligible under other retirement plan of the Company’s employee welfare benefit and retirement plans, payable according . (b) With respect to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for 's continued coverage under the group medical care plans provided to employees Company's health insurance plan, or successor plan, the Executive's "qualifying event" for purposes of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 19851985 ("COBRA") shall be his Date of Termination from the Company. If the Executive elects to continue health plan coverage pursuant to COBRA, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of Employment, Executive’s employment with the Company ends as shall pay the Executive's COBRA premiums for a result period terminating on the earlier of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (Ai) twelve (12) months from the Date of Base Salary Termination or (at ii) the rate in effect immediately prior cessation of COBRA eligibility and coverage for the Executive (without regard to the Separation Date, or any other COBRA qualified beneficiary). The Company's obligation with respect to subsection (b) shall continue only if the termination is as a result of Good Reason triggered based Executive satisfies on a timely basis all of his obligations under COBRA. As applicable, continued coverage under this subsection (b) shall be coordinated with corresponding benefits that the Executive may be eligible to receive under the Officer Retiree Medical Plan. (c) All unpaid benefits set forth in this section shall be forfeited if the Executive violates any material reduction in Executive’s Base Salary under Section 5(e)(v) hereofprovision of this Agreement including, without limitation, the Base Salary Confidentiality and Nonsolicitation Agreement set forth in effect prior to Section 7. (d) If the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as Executive's termination of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed employment with the Company through such does not satisfy the conditions set forth in Section 2, no payment date; (C) a lump-sum paymentor benefits shall be provided under this Agreement. This Agreement does not, payable within thirty (30) days following the Separation Dateand is not intended to, equal to one hundred percent (100%) limit any rights or benefits of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs Executive pursuant to any other non-severance type plan, policy or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s terminationwritten agreement; provided, however, that if an outstanding equity award this Agreement is to vest and/or the amount of the equity award to vest is intended to be determined based on the achievement of performance criteria, then sole agreement governing severance-type benefits. Under no circumstances will the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled toto or eligible for any other severance type benefits from the Employer, and including any obligations that existed under any prior agreements including but not limited to prior severance agreements or under the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicableUnified Western Grocers' Separation Payment Program. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If the Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company Savings Bank shall be terminated subsequent to a Change in Control by (i) the Savings Bank other than for Cause, Retirement or as a result of the Executive’s death or Disability, or (ii) the Executive for Good Reason, then the Corporation or the Savings Bank shall, subject to the provisions of Sections 2(d) and 3 hereof, as applicable: (a) pay to the Executive, in a lump sum within five (5) business days following the Date of Termination, a cash severance amount equal to two (2) times the Executive’s Annual Compensation; and (b) maintain and provide for a period ending at the earlier of (i) two (2) years 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 (b)), at no cost to the Executive, the Company shall have no further obligation to make or provide to Executive’s continued participation in all group insurance, life insurance, health and accident insurance, and disability insurance in which the Executive was participating immediately prior to the Date of Termination; provided that any insurance premiums payable by the Savings Bank or any successors pursuant to this Section 2(b) shall have no be payable at such times and in such amounts (except that the Savings Bank shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Savings Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Savings Bank in any taxable year shall not affect the amount of insurance premiums required to be paid by the Savings Bank in any other taxable year; and provided further right that if the Executive’s participation in any group insurance plan is barred, the Savings Bank shall either arrange to provide the Executive with insurance benefits substantially similar to those which the Executive was entitled to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (under such group insurance plan or, in the event of Executive’s deathif such coverage cannot be obtained, Executive’s estate) any Accrued Obligations (as defined below) pay a lump sum cash equivalency amount within the thirty (30) day period days following the date Date of Termination based on the annualized rate of premiums being paid by the Savings Bank as of the Date of Termination; and (c) pay to the Executive’s employment terminates , in a lump sum within five (5) business days following the “Separation Date”)Date of Termination, or such earlier date as may be required by applicable law, and a cash amount equal to the projected cost to the Savings Bank of providing benefits to the Executive shall receive for a period of twenty-four (24) months pursuant to any vested accrued benefits for which Executive remains eligible under the Company’s other employee welfare benefit and retirement plans, payable according to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of Employment, Executive’s employment with the Company ends as a result of an involuntary termination programs or arrangements offered by the Company without Cause or Executive’s resignation for Good Reason other than Savings Bank in connection with a Change in Control, then, in addition to which 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 was entitled to receive (A) six (6) months of Base Salary (at the rate in effect participate immediately prior to the Separation DateDate of Termination (other than retirement plans or stock compensation plans of the Savings Bank), or if with the termination is as a result of Good Reason triggered projected cost to the Savings Bank to be based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus costs incurred for the fiscal calendar year immediately preceding the year in which the Separation Date of Termination occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iiid) If Notwithstanding the provisions of Sections 2(a), 2(b) and 2(c) hereof, in the event the Executive’s employment is terminated subsequent to a Change in Control by (i) the Company without Cause Savings Bank other than for Cause, Retirement or by as a result of the Executive’s death or (ii) the Executive for Good Reason within and at the sixty time of such termination (60A) days either of the supervisory agreements entered into by each of the Corporation and the Savings Bank with the OTS as of February 13, 2006 are still in effect or (B) either the Corporation or the Savings Bank are deemed to be in “troubled condition” as defined in 12 C.F.R. §563.555 (or any successor thereto) unless, with respect to clause (A) and/or (B), as applicable, prior to a Change or in Control or within connection with the twelve (12) months following a Executive’s termination subsequent to the Change in Control, thenthe OTS, in addition and, to the amount payable under Section 5(c)(i) but in lieu extent required, the FDIC, has approved or not objected to the payment of the Severance Payments payable under Section 5(c)(iiseverance and the provision of benefits as provided by Sections 2(a), 2(b) and 2(c), respectively, pursuant to the provisions of 12 C.F.R. Part 359, then the Employers, instead of providing Executive the benefits set forth in Sections 2(a), 2(b) and 2(c), shall, subject to the provisions of Section 3 hereof, if applicable: (I) pay to the Executive, in a lump sum within five (5) business days following the Date of Termination, a cash severance amount equal to one (1) times the Executive’s timely execution Annual Compensation; (II) maintain and non-revocation provide for a period ending at the earlier of (i) one (1) year after the Date of Termination or (ii) the date of the General Release 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 (b)), at no cost to the Executive, the Executive’s continued participation in all group insurance, life insurance, health and accident insurance and disability insurance in which the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect was participating immediately prior to the Separation Date, Date of Termination; provided that any insurance premiums payable by the Savings Bank or any successors pursuant to this Section 2(d)(II) shall be payable at such times and in such amounts (except that the Savings Bank shall also pay any employee portion of the premiums) as if the termination is as a result Executive was still an employee of Good Reason triggered based on a material reduction the Savings Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Savings Bank in any taxable year shall not affect the amount of insurance premiums required to be paid by the Savings Bank in any other taxable year; and provided further that if the Executive’s Base Salary under Section 5(e)(v) hereofparticipation in any group insurance plan is barred, the Base Salary in effect prior Savings Bank shall either arrange to provide the reduction)Executive with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, payable in if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to of Termination based on the extent unpaid annualized rate of premiums being paid by the Savings Bank as of the Separation DateDate of Termination; and (III) pay to the Executive, payment in a lump sum within five (5) business days following the Date of Executive’s Bonus Termination, a cash amount equal to the projected cost to the Savings Bank of providing benefits to the Executive for a period of twelve (12) months pursuant to any other employee benefit plans, programs or arrangements offered by the Savings Bank in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or stock compensation plans of the Savings Bank), with the projected cost to the Savings Bank to be based on the costs incurred for the fiscal calendar year immediately preceding the year in which the Separation Date of Termination occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive (in any case, the date 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 Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) 1. The Company shall pay Executive (or, in the event of his death, Executive’s deathspouse, beneficiaries or estate, as required by the terms of Executive’s will as instructed by the executor of Executive’s estate) any Accrued Obligations (as defined belowin Section III.F) within ten (10) days after the thirty Severance Date (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 planslaws); 2. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of Employment, Executive’s employment with the Company ends terminates as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason Involuntary Termination (as defined in Section III.F) (other than in connection with a Change in ControlCIC Termination), then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution and non- revocation of compliance with the general release described obligations in Section 5(d) (the “General Release”) and the other conditions and limitations hereinIII.D.4 hereof, Executive shall be entitled to receive the following benefits: (Aa) six The Company shall pay Executive a lump sum payment in cash equal to the sum of (6x) months one and a half (1.5) times the sum of (i) his Base Salary (at the rate as in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material Involuntary Termination and disregarding any reduction in Base Salary that would give rise to Executive’s Base Salary under Section 5(e)(vright to terminate for Good Reason) hereof, and (ii) the Base Salary in effect prior to Target Bonus for the reduction), payable in substantially equal installments on each year of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to termination assuming all applicable taxes performance goals and withholdings; all applicable conditions to receiving such Target Bonus for the year are 100% satisfied (the “Cash Severance”) and (By) to the extent unpaid as of the Separation Date, payment prorated portion of Executive’s Bonus cash performance bonus for the fiscal year immediately preceding the year in which the Separation Severance Date occurs, payable at based on the actual achievement of applicable performance goals or objectives as determined in the same time manner as such achievement is determined generally for the Company’s senior executives, without regard to the fact or timing of Executive’s termination of employment, and pro-rated based on the number of days during such year that Executive was employed (the “Bonus would Severance”). Subject to Annex A, the Cash Severance payment will be due under Section 3(bmade in a single lump sum on the sixtieth (60th) if Executive had remained employed day following the Severance Date, and the Bonus Severance will be paid in a single lump-sum payment on the date on which annual bonuses are paid to the Company’s senior executives generally for such year, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Severance Date occurs, with the actual date within such period determined by the Company through such payment date in its sole discretion. (b) Each equity award granted to Executive between January 1, 2014 to December 31, 2016 that is then-outstanding shall vest in full (A) and (B) collectivelywhich, in the “Severance Payments”); providedcase of any outstanding Company equity award that vests in whole or in part on the basis of achievement of performance goals, that no installment or portion of the Severance Payments shall be payable or paid until the expiration determined as if performance were achieved at 100% of the applicable revocation period for the General Release. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code targeted performance) (as defined below) and the period to consider the General Release and, if applicable, revoke become exercisable) upon the General effectiveness of the Release plus (as defined in Section III.D.4). In addition, all of Executive’s outstanding Company stock options shall remain exercisable, to the first regular payroll extent vested, for a period of three (3) years following the Severance Date, but in no event later than the maximum term/expiration date thereafter spans two calendar years, then no portion of the applicable option. Each other then-outstanding Company equity-based award held by Executive as of the Severance Payments Date shall be paid until treated in accordance with the applicable award agreement. (c) Subject to the requirements of the Code, if Executive properly elects health care continuation coverage under the Company’s first payroll payment date group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive is eligible to do so, then the Company shall directly pay or, at its election, reimburse Executive for COBRA premiums for Executive and Executive’s covered dependents (in an amount determined based on the year following same benefit levels as would have applied if Executive’s employment had not been terminated based on the year Executive’s elections in effect on the Date of Termination) until the earlier of the end of the month in which the Separation 18-month anniversary of the Severance Date occursoccurs or the date Executive becomes eligible for healthcare coverage under a subsequent employer’s health plan (the “COBRA Period”). Notwithstanding the foregoing, and (i) if any amount that plan pursuant to which such benefits are provided is not paid not, or ceases prior to such date due the expiration of the period of continuation coverage to such restriction shall be paid in a lump sum along with be, exempt from the installment scheduled to be paid on that date. application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (iiiii) If Executive’s employment is terminated by the Company is otherwise unable to continue to cover Executive under its group health plans without Cause penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in ControlPatient Protection and Affordable Care Act), then, in addition either case, an amount equal to each remaining Company reimbursement shall thereafter be paid to Executive in substantially equal monthly installments over the amount payable under Section 5(c)(i) but in lieu COBRA Period (or the remaining portion thereof). 3. If, during the Period of the Severance Payments payable under Section 5(c)(ii)Employment, Executive experiences a CIC Termination, then, subject to Executive’s timely execution compliance with the obligations in Section III.D.4 hereof, and non-revocation instead of the General Release severance payments and benefits set forth in Section III.D.2, the other conditions Company shall pay or provide to Executive, as applicable, all of the severance payments and limitations hereinbenefits set forth in subsections (a), Executive (b) and (c) of Section III.D.2, with the following modifications: (a) subsection (a)(x) of Section III.D.2 shall be entitled to receive replaced with the following: “two (A2) twelve times the sum of (12i) months of his Base Salary (at the rate as in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material Involuntary Termination and disregarding any reduction in Base Salary that would give rise to Executive’s Base Salary under Section 5(e)(vright to terminate for Good Reason) hereof, and (ii) the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Target Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time of termination assuming all applicable performance goals and all applicable conditions to receiving such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Target Bonus for the fiscal year in which the Executive’s termination of employment occurs are 100% satisfied (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance PaymentsCash Severance”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.;”; and

Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Period of Employment for any reason by the Company or by Executive (in any case, the date 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 Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) 1. The Company shall pay Executive (or, in the event of his death, Executive’s deathspouse, beneficiaries or estate, as required by the terms of Executive’s will as instructed by the executor of Executive’s estate) any Accrued Obligations (as defined belowin Section III.F) within ten (10) days after the thirty Severance Date (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 planslaws); 2. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the Period of Employment, Executive’s employment with the Company ends terminates as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason Involuntary Termination (as defined in Section III.F) (other than in connection with a Change in ControlCIC Termination), then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s timely execution and non- revocation of compliance with the general release described obligations in Section 5(d) (the “General Release”) and the other conditions and limitations hereinIII.D.4 hereof, Executive shall be entitled to receive the following benefits: (Aa) six The Company shall pay Executive a lump sum payment in cash equal to the sum of (6x) months one and a half (1.5) times the sum of (i) his Base Salary (at the rate as in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material Involuntary Termination and disregarding any reduction in Base Salary that would give rise to Executive’s Base Salary under Section 5(e)(vright to terminate for Good Reason) hereof, and (ii) the Base Salary in effect prior to Target Bonus for the reduction), payable in substantially equal installments on each year of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to termination assuming all applicable taxes performance goals and withholdings; all applicable conditions to receiving such Target Bonus for the year are 100% satisfied (the “Cash Severance”) and (By) to the extent unpaid as of the Separation Date, payment prorated portion of Executive’s Bonus cash performance bonus for the fiscal year immediately preceding the year in which the Separation Severance Date occurs, payable at based on the actual achievement of applicable performance goals or objectives as determined in the same time manner as such achievement is determined generally for the Company’s senior executives, without regard to the fact or timing of Executive’s termination of employment, and pro-rated based on the number of days during such year that Executive was employed (the “Bonus would Severance”). Subject to Annex A, the Cash Severance payment will be due under Section 3(bmade in a single lump sum on the sixtieth (60th) if Executive had remained employed day following the Severance Date, and the Bonus Severance will be paid in a single lump-sum payment on the date on which annual bonuses are paid to the Company’s senior executives generally for such year, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Severance Date occurs, with the actual date within such period determined by the Company through such payment date in its sole discretion. (b) Each equity award granted to Executive between January 1, 2020 and December 31, 2021 that is then-outstanding shall vest in full (A) and (B) collectivelywhich, in the “Severance Payments”); providedcase of any outstanding Company equity award that vests in whole or in part on the basis of achievement of performance goals, that no installment or portion of the Severance Payments shall be payable or paid until the expiration determined as if performance were achieved at 100% of the applicable revocation period for the General Release. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code targeted performance) (as defined below) and the period to consider the General Release and, if applicable, revoke become exercisable) upon the General effectiveness of the Release plus (as defined in Section III.D.4). In addition, all of Executive’s outstanding Company stock options shall remain exercisable, to the first regular payroll extent vested, for a period of three (3) years following the Severance Date, but in no event later than the maximum term/expiration date thereafter spans two calendar years, then no portion of the applicable option. Each other then-outstanding Company equity-based award held by Executive as of the Severance Payments Date shall be paid until treated in accordance with the applicable award agreement. (c) Subject to the requirements of the Code, if Executive properly elects health care continuation coverage under the Company’s first payroll payment date group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive is eligible to do so, then the Company shall directly pay or, at its election, reimburse Executive for COBRA premiums for Executive and Executive’s covered dependents (in an amount determined based on the year following same benefit levels as would have applied if Executive’s employment had not been terminated based on the year Executive’s elections in effect on the Date of Termination) until the earlier of the end of the month in which the Separation 18-month anniversary of the Severance Date occursoccurs or the date Executive becomes eligible for healthcare coverage under a subsequent employer’s health plan (the “COBRA Period”). Notwithstanding the foregoing, and (i) if any amount that plan pursuant to which such benefits are provided is not paid not, or ceases prior to such date due the expiration of the period of continuation coverage to such restriction shall be paid in a lump sum along with be, exempt from the installment scheduled to be paid on that date. application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (iiiii) If Executive’s employment is terminated by the Company is otherwise unable to continue to cover Executive under its group health plans without Cause penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in ControlPatient Protection and Affordable Care Act), then, in addition either case, an amount equal to each remaining Company reimbursement shall thereafter be paid to Executive in substantially equal monthly installments over the amount payable under Section 5(c)(i) but in lieu COBRA Period (or the remaining portion thereof). 3. If, during the Period of the Severance Payments payable under Section 5(c)(ii)Employment, Executive experiences a CIC Termination, then, subject to Executive’s timely execution compliance with the obligations in Section III.D.4 hereof, and non-revocation instead of the General Release severance payments and benefits set forth in Section III.D.2, the other conditions Company shall pay or provide to Executive, as applicable, all of the severance payments and limitations hereinbenefits set forth in subsections (a), Executive (b) and (c) of Section III.D.2, with the following modifications: (a) subsection (a)(x) of Section III.D.2 shall be entitled to receive replaced with the following: “two (A2) twelve times the sum of (12i) months of his Base Salary (at the rate as in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material Involuntary Termination and disregarding any reduction in Base Salary that would give rise to Executive’s Base Salary under Section 5(e)(vright to terminate for Good Reason) hereof, and (ii) the Base Salary in effect prior to Target Bonus for the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to year of termination assuming all applicable taxes performance goals and withholdingsall applicable conditions to receiving such Target Bonus for the year are 100% satisfied (the “Cash Severance”);”; and 4. the first sentence of subsection (Bb) to of Section III.D.2 shall be replaced with the extent unpaid following: “[e]ach then-outstanding Time-Based Equity Award held by Executive as of the Separation Severance Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year and each other equity award granted to Executive between January 1, 2020 to December 31, 2021, including any then-outstanding Company equity award that vests in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as whole or in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards part on the date basis of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteriagoals, then shall vest in full (which, in the case of any outstanding Company equity award will vest that vests in whole or in part on the basis of achievement of performance goals, shall be determined as to one hundred percent if performance were achieved at 100% of targeted performance) (100%and, if applicable, become exercisable) upon the effectiveness of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide Release (as defined in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”Section III.D.4). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable”. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If a. Subject to Section 9 hereof, if the Executive’s termination of employment with the Company is terminated 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 Period three year period immediately prior to the Date of Employment for any reason by Termination, plus an amount equal to one (1) times the Company or by Executivehighest annual incentive bonus paid during the three year period prior to the Date of Termination (collectively, hereinafter referred to as the Company “Severance Pay”). The Severance Pay shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (i) The Company shall pay Executive (or, be paid in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below) a lump sum payment within the thirty (30) day period following days of the date Date of Termination. Payments made under this subsection (a) shall not be taken into account under any other retirement plan of the Company. b. With respect to the 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 continued coverage under the Company’s employee welfare benefit and retirement planshealth insurance plan, payable according to or successor plan, the terms of such plans. Executive and Executive’s eligible dependents shall be eligible “qualifying event” for continued coverage under the group medical care plans provided to employees purposes of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) and/or state lawshall be his or her Date of Termination from the Company. If the Executive elects to continue health plan coverage pursuant to COBRA, subject to the terms and conditions thereof, and at Company shall pay the Executive’s own expense. COBRA premiums for a period terminating on the earlier of (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (Ai) twelve (12) months from the Date of Base Salary Termination or (at ii) the rate in effect immediately prior cessation of COBRA eligibility and coverage for the Executive (without regard to the Separation Date, or any other COBRA qualified beneficiary). The Company’s obligation with respect to this subsection (b) shall continue only if the termination is as a result of Good Reason triggered based Executive satisfies on a timely basis all of his or her obligations under COBRA. As applicable, continued coverage under this subsection (b) shall be coordinated with corresponding benefits that the Executive may be eligible to receive under the Officer Retiree Medical Plan. c. All unpaid benefits set forth in this Section shall be forfeited if the Executive violates any material reduction in Executive’s Base Salary under Section 5(e)(v) hereofprovision of this Agreement including, without limitation, the Base Salary Confidentiality and Nonsolicitation Agreement set forth in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which 7. d. If the Executive’s termination of employment occurs (for avoidance with the Company does not satisfy the conditions set forth in Section 2, no payment or benefits shall be provided under this Agreement. This Agreement does not, and is not intended to, limit any rights or benefits of doubtthe Executive pursuant to any other non-severance type plan, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s terminationpolicy or written agreement; provided, however, that if an outstanding equity award this Agreement is to vest and/or the amount of the equity award to vest is intended to be determined based on the achievement of performance criteria, then sole agreement governing severance-type benefits. Under no circumstances will the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled toto or eligible for any other severance type benefits from the Employer, and including any obligations that existed under any prior agreements including but not limited to prior severance agreements or under the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicableUnified Grocers’ Separation Payment Program. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations (as defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”in Section 5.5), 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense.; (iib) If, during the Period of EmploymentEmployment (but not upon the expiration of the Period of Employment or at any time thereafter), the Executive’s employment with the Company ends terminates as a result of an involuntary termination by Involuntary Termination (as defined in Section 5.5), the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Control, then, shall pay the Executive (in addition to the amounts payable under Section 5(c)(iAccrued Obligations), subject to tax withholding and other authorized deductions and subject to the release requirement of Section 5.4, an amount equal to the sum of (i) the Executive’s timely execution and non- revocation Base Salary at the annual rate in effect on the Severance Date, plus (ii) the cost of the general release described in Section 5(d) Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (the “General ReleaseCOBRA”) and the other conditions and limitations herein), Executive shall be entitled to receive (A) six (6) months of Base Salary (at the rate same or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the Separation Severance Date, provided that the Company’s obligation to make any payment pursuant to this clause (ii) shall cease upon the first to occur of the date the Executive becomes eligible for medical coverage with another employer or if the termination is as a result first anniversary of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior Severance Date. The Company shall pay such amount to the reduction), payable Executive in substantially equal installments on each a bi-weekly basis following the Severance Date until the later of the Company’s regular payroll payment dates during last day of the six Period of Employment and the first anniversary of the Severance Date. The Company shall also cause any outstanding options granted to the Executive pursuant to Section 3.4, (6A) months to the extent such options are unvested as of the Severance Date and are scheduled to vest within the six-month period following the Separation Date and subject Severance Date, to all applicable taxes and withholdings; become vested as of the Severance Date, and (B) to the extent unpaid such options are vested as of the Separation Date, payment of Executive’s Bonus for Severance Date (including any options that become vested pursuant to the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date (foregoing clause (A) and (B) collectively)), the “Severance Payments”); provided, that no installment or portion of to remain exercisable for six months following the Severance Payments shall be payable or paid until Date (but in no event later than the expiration of the applicable revocation period term of the option). Such options, to the extent exercisable for the General Releasesix-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of such six-month period. Notwithstanding anything herein To the extent such options are unvested as of the Severance Date and are not scheduled to vest within the six-month period following the Severance Date, such options shall terminate on the Severance Date. (c) If the 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 in accordance with Section 2, the Company shall pay the Executive (in addition to the contraryAccrued Obligations), if any Severance Payment is “nonqualified deferred compensation” within subject to tax withholding and other authorized deductions and subject to the meaning release requirement of Section 409A 5.4, an amount equal to the sum of (A) the Executive’s Base Salary at the annual rate in effect on the Severance Date, plus (B) the cost of the Code Executive’s premiums charged to continue medical coverage pursuant to COBRA at the same or reasonably equivalent medical coverage for Executive (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60eligible dependents) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate as in effect immediately prior to the Separation Severance Date, or if provided that the termination is as a result of Good Reason triggered based on a material reduction in ExecutiveCompany’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior obligation to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject make any payment pursuant to all applicable taxes and withholdings; this clause (B) shall cease upon the first to occur of the date the Executive becomes eligible for medical coverage with another employer or the date that is one year after the Severance Date. The Company shall pay such amount to the extent unpaid as Executive in equal installments on a bi-weekly basis following the Severance Date until the later of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) last day of the higher Period of (1) Executive’s target Annual Bonus as Employment and the date that is one year after the Severance Date. For purposes of clarity, in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which event the Executive’s termination employment terminates upon the expiration of employment occurs (for avoidance the Period of doubtEmployment pursuant to a Notice of Non-Renewal given by the Executive, this amount will the Executive shall not be proratedentitled to any payment pursuant to this Section 5.3(c); and in the event the Executive’s employment terminates upon the expiration of the Period of Employment (D) acceleration whether pursuant to a Notice of one hundred percent (100%) of Non-Renewal given by the Company or the Executive), the Executive’s outstanding unvested equity awards on options shall continue to be governed in accordance with their terms (including, without limitation, the date terms applicable to a termination of the Executive’s termination; provided, however, that if an outstanding equity award is employment). In no event shall the Executive be entitled to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(iireceive benefits under both this Section 5.3(c) and Section 5(c)(iii5.3(b) above. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’s his obligations under the Proprietary Information Agreement and/or Section 6 7, 8 or 9 of this 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 breach, (x) the Company, 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) or Section 5.3(c), and (y) the Severance Payments Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Change Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in Control Severance Payments, as applicable. (v) respect of such plans. The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of 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 either Section 5.3(b) or its Compensation Committee’s) adoption Section 5.3(c), if applicable, and the benefits contemplated by this paragraph, regardless of an executive severance plan covering Executive that provides for benefits in the event manner of termination of employment by the Company without Cause or by Executive for Good ReasonExecutive’s termination.

Benefits Upon Termination. The Board or the President of the Bank may terminate Executive’s employment at any time prior to the occurrence of a Change in Control and Executive shall not be entitled to any payments or benefits hereunder. This Agreement shall terminate upon Executive’s termination of employment prior to the occurrence of a Change in Control. Following the occurrence of a Change in Control, the Board may terminate Executive’s employment at any time, but any such termination, other than termination for Cause, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. If Executive’s employment with by the Company is Bank shall be terminated within twelve (12) months subsequent to a Change in Control and during the Period term of Employment this Agreement by (i) the Bank for any reason by other than Cause, or (ii) Executive for Good Reason, then the Company Bank, or by Executiveits successor, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as followsshall: (ia) The Company shall pay Executive (orExecutive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended the case may be, as severance pay, a lump-sum cash payment equal to one (“COBRA”1) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense. (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in times Executive’s Base Salary under Section 5(e)(vand average bonus earned during the three (3) hereof, the Base Salary in effect years prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date termination occurs. Such payment shall be payable within ten (10) calendar days of Executive’s termination. Notwithstanding the foregoing, payable at Executive shall not be entitled to any payments or benefits under this Agreement unless and until Executive executes a release of his claims against the same time such Bonus would be due under Section 3(b) if Executive had remained employed with Bank, the Company through such payment date and their affiliates, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship other than claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. ((Ab) and (B) collectivelyIn addition, the “Severance Payments”)Bank will cause to be continued life insurance coverage and non-taxable medical and dental insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination for a period of one (1) year, at no cost to the Executive; provided, however, that no installment if earlier, such non-taxable medical and dental insurance coverage shall cease on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or portion coverage for self and a spouse, in which case Executive’s family or spouse shall continue to be covered for the remainder of the Severance Payments shall be payable or paid until the expiration of the applicable revocation period for the General Releaseone (1) year period. Notwithstanding anything herein to the contrary, if as the result of any Severance Payment is “nonqualified deferred compensation” within change in, or interpretation of, the meaning laws applicable to the payments or provisions of Section 409A of the Code (as defined below) and the period benefits hereunder, such payments or provisions are deemed illegal or subject to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar yearstaxes or penalties, then no portion of the Severance Payments shall be paid until Bank shall, to the Company’s first payroll payment date in extent permitted under such laws, pay to the year following the year in which the Separation Date occurs, and any amount that is not paid prior to such date due to such restriction shall be paid in Executive a cash lump sum along with the installment scheduled payment reasonably estimated to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition equal to the amount payable under Section 5(c)(iof benefits (or the remainder of such amount) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject that Executive is no longer permitted to Executive’s timely execution and nonreceive in-revocation of the General Release and the other conditions and limitations herein, Executive kind. Such lump sum payment shall be entitled required to receive (A) twelve (12) be made no later than two and one-half months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubtemployment, this amount will not or if later, within two and one-half months following a determination that such payment would be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is illegal or subject to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)taxes or penalties. (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of the Executive’s death, the Executive’s estate) any Accrued Obligations (as such term is defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”in Section 5.5), 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense.; (iib) If, during the Period of Employment, the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment 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), 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 eighteen (18) 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 20.1, 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 eighteen (18) 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-eighteenth (1/18th). (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 20.1, 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 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 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 Reason, in each case within the sixty two (602) days months prior to a Change in Control or within the twelve (12) months following a the Change in Control, then, in addition to then the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive the following benefits: (Ai) twelve The Company shall pay the Executive (12in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to twenty-four (24) 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 “CIC Severance Benefit.” Subject to Section 20.1, the Company shall pay the CIC 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 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-twenty-fourth (1/24th). (ii) 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 Separation Severance Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of that the Separation DateExecutive elects such continued coverage; provided, however, that, the Company’s obligation to make any payment of Executive’s Bonus or reimbursement pursuant to this clause (iii) shall, subject to Section 20.1, commence with continuation coverage for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days month following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year month in which the Executive’s termination of employment Separation from Service occurs and shall cease with continuation coverage in the eighteenth (18th) month following the month in which the Executive’s Separation from Service occurs (for avoidance or, if earlier, shall cease upon the first to occur of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of the Executive’s outstanding unvested equity awards on 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 termination; provided). To the extent that the Executive elects COBRA coverage, however, that if an 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 award is compensation awards granted to vest and/or Executive by the amount 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 award to vest is to compensation awards shall be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in governed by the applicable award agreement ((A) through (D) herein, and plan under which the “Change in Control Severance Payments”)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 Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches the Executive’s obligations under Section 6 of this 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 shall no longer be entitled to, and the Company will shall no longer be obligated to pay, any remaining unpaid portion of the Severance Payments Benefit, or, if applicable, any continued Company-paid or Change reimbursed coverage pursuant to Section 5.3(b)(ii) or any remaining unpaid portion of the CIC Severance Benefit, or, if applicable, any continued Company paid or reimbursed coverage pursuant to Section 5.3(c)(ii) or any acceleration of equity vesting pursuant to Section 5.3(c)(iii); provided, however, that, if the Executive provides the release contemplated by Section 5.4, in Control no event shall the Executive be entitled to a Severance PaymentsBenefit payment or CIC Severance Benefit payment, as applicable, 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. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; and (or its Compensation Committee’siii) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If (a) Subject to Section 9 hereof, if the Executive’s termination of employment with the Company is terminated 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 Period three year period immediately prior to the Date of Employment for any reason 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. The Executive’s severance benefits shall be paid in one of the following manners as elected by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: : (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below1) within the thirty (30) day period days of the Date of Termination, (2) within ten (10) business days of January 1 of the year following the date Date of Termination, (3) as salary continuation with equal weekly payments during the twenty-four (24) month term of the severance, or (4) through the purchase of an annuity that has a value equal to the total severance benefit. The Executive shall make this payment election within twenty-one (21) days of the Date of Termination. If the Executive fails to make an election, payments will be made as outlined in option (1), within thirty (30) days of the Date of Termination. Payments made under this subsection (a) shall not be taken into account under any other retirement plan of the Company. (b) With respect to the 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 continued coverage under the Company’s employee welfare benefit and retirement planshealth insurance plan, payable according to or successor plan, the terms of such plans. Executive and Executive’s eligible dependents shall be eligible “qualifying event” for continued coverage under the group medical care plans provided to employees purposes of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”) and/or state lawshall be his Date of Termination from the Company. If the Executive elects to continue health plan coverage pursuant to COBRA, subject to the terms and conditions thereof, and at Company shall pay the Executive’s own expenseCOBRA premiums for a period terminating on the earlier of (i) twenty-four (24) months from the 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 respect to subsection (b) shall continue only if the Executive satisfies on a timely basis all of his premium payment obligations under COBRA. As applicable, continued coverage under this subsection (b) shall be coordinated with corresponding benefits that the Executive may be eligible to receive under the Officer Retiree Medical Plan. (iic) If, during If the Period Executive incurs a termination of Employment, Executive’s employment with the Company ends as a result within one year of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in of Control, 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 as provided for in Section 5(d2(b)(iv) (above, then the “General Release”) and the other conditions and limitations herein, Executive shall be entitled to receive credited with an additional 5 years of service for purposes of calculating the Executive’s benefits under Unified Western Grocers, Inc. Executive Salary Protection Plan II (A) six (6) months of Base Salary (at the rate in effect immediately prior ‘ESPP II’). The Executive’s benefits under ESPP II shall otherwise be calculated and paid pursuant to the Separation Date, or if the termination is as a result terms of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that dateplan. (iiid) All unpaid benefits set forth in this section shall be forfeited if the Executive violates any material provision of this Agreement including, without limitation, the Confidentiality and Nonsolicitation Agreement set forth in Section 7. (e) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance with the Company does not satisfy the conditions set forth in Section 2, no payment or benefits shall be provided under this Agreement. This Agreement does not, and is not intended to, limit any rights or benefits of doubtthe Executive pursuant to any other non-severance type plan, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s terminationpolicy or written agreement; provided, however, that if an outstanding equity award this Agreement is to vest and/or the amount of the equity award to vest is intended to be determined based on the achievement of performance criteria, then sole agreement governing severance-type benefits. Under no circumstances will the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled toto or eligible for any other severance type benefits from the Employer, and including any obligations that existed under any prior agreements including but not limited to prior severance agreements or under the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicableUnified Western Grocers’ Separation Payment Program. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If Executive’s employment with the by Company is terminated during the Employment Period of Employment for any reason by the Company or by ExecutiveExecutive (in any case, the date that Executive’s employment by Company terminates is referred to as the “Severance Date”), Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (ia) The Company shall pay Executive (or, in the event of Executive’s his death, Executive’s estate) any Accrued Obligations (as defined belowin Section 5.5); (b) within If, during the thirty (30) day period following the date Employment Period, Executive’s employment with Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), Executive shall be entitled to the following benefits (in addition to the Accrued Obligations and subject to the release requirement of Section 5.4): (i) Company shall pay Executive, subject to tax withholding and other authorized deductions, an amount equal to the sum of (x) one (1) times his Base Salary at the annual rate in effect on the Severance Date, plus (y) one (1) times his target Incentive Bonus for the year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Separation Date”Severance Benefit.” Subject to Section 22(b), or such earlier date as may be required by applicable law, and Company shall pay the Severance Benefit to 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in substantially equal installments in accordance with 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 Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (ii) Company will pay for Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law), subject to at the terms and conditions thereofsame or reasonably equivalent medical coverage for Executive (and, and at Executive’s own expense. (ii) If, during the Period of Employmentif applicable, Executive’s employment with the Company ends eligible dependents) as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Severance Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of that Executive elects such continued coverage; provided that Company’s obligation to make any payment pursuant to this clause (ii) shall, subject to Section 22(b), commence with continuation coverage for the Separation Date, payment of month following the month in which Executive’s Bonus Separation from Service occurs and shall cease with continuation coverage for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months month period following a Change the month in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to which Executive’s timely execution and non-revocation of Separation from Service occurs (or, if earlier, shall cease upon the General Release and the other conditions and limitations herein, Executive shall be entitled first to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment occur of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occursdeath, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date Executive becomes eligible for coverage under the health plan of a future employer, or the date Company ceases to offer group medical coverage to its active executive employees or Company is otherwise under no obligation to offer COBRA continuation coverage to Executive’s termination; provided). To the extent Executive elects COBRA coverage, however, that if an outstanding equity award is he shall notify Company in writing of such election prior to vest and/or such coverage taking effect and complete any other continuation coverage enrollment procedures Company may then have in place. Notwithstanding the amount foregoing provisions of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and this Section 5(c)(iii) above5.3, if Executive breaches Executive’s his obligations under Section 6 of this 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 Companybreach, 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); provided that, if Executive provides the Severance Payments release contemplated by Section 5.4, in no event shall Executive be entitled to benefits pursuant to Section 5.3(b) of less than $5,000 (or Change the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in Control Severance Paymentsand of itself, as applicable. (v) for Executive’s release contemplated by Section 5.4. The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the event terms of the Boardapplicable Company welfare benefit plan; (ii) Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (or its Compensation Committee’siii) adoption Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If Executive’s employment with the by Company is terminated during the Employment Period of Employment for any reason by the Company or by ExecutiveExecutive (in any case, the date that Executive’s employment by Company terminates is referred to as the “Severance Date”), Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (ia) The Company shall pay Executive (or, in the event of Executive’s her death, Executive’s estate) any Accrued Obligations (as defined belowin Section 5.5); (b) within If, during the thirty (30) day period following the date Employment Period, Executive’s employment with Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), Executive shall be entitled to the following benefits (in addition to the Accrued Obligations and subject to the release requirement of Section 5.4): (i) Company shall pay Executive, subject to tax withholding and other authorized deductions, an amount equal to the sum of (x) one (1) times her Base Salary at the annual rate in effect on the Severance Date, plus (y) one (1) times her target Incentive Bonus for the year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Separation Date”Severance Benefit.” Subject to Section 22(b), or such earlier date as may be required by applicable law, and Company shall pay the Severance Benefit to 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in substantially equal installments in accordance with 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 Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (ii) Company will pay for Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law), subject to at the terms and conditions thereofsame or reasonably equivalent medical coverage for Executive (and, and at Executive’s own expense. (ii) If, during the Period of Employmentif applicable, Executive’s employment with the Company ends eligible dependents) as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Severance Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of that Executive elects such continued coverage; provided that Company’s obligation to make any payment pursuant to this clause (ii) shall, subject to Section 22(b), commence with continuation coverage for the Separation Date, payment of month following the month in which Executive’s Bonus Separation from Service occurs and shall cease with continuation coverage for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months month period following a Change the month in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to which Executive’s timely execution and non-revocation of Separation from Service occurs (or, if earlier, shall cease upon the General Release and the other conditions and limitations herein, Executive shall be entitled first to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment occur of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occursdeath, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date Executive becomes eligible for coverage under the health plan of a future employer, or the date Company ceases to offer group medical coverage to its active executive employees or Company is otherwise under no obligation to offer COBRA continuation coverage to Executive’s termination; provided). To the extent Executive elects COBRA coverage, however, that if an outstanding equity award is she shall notify Company in writing of such election prior to vest and/or such coverage taking effect and complete any other continuation coverage enrollment procedures Company may then have in place. Notwithstanding the amount foregoing provisions of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and this Section 5(c)(iii) above5.3, if Executive breaches Executive’s her obligations under Section 6 of this 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 Companybreach, 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); provided that, if Executive provides the Severance Payments release contemplated by Section 5.4, in no event shall Executive be entitled to benefits pursuant to Section 5.3(b) of less than $5,000 (or Change the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in Control Severance Paymentsand of itself, as applicable. (v) for Executive’s release contemplated by Section 5.4. The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the event terms of the Boardapplicable Company welfare benefit plan; (ii) Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (or its Compensation Committee’siii) adoption Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. (a) If Executive’s employment with by the Company is Bank shall be terminated subsequent to a Change in Control and during the Period term of Employment this Agreement by (i) the Bank for any reason by other than Cause, or (ii) Executive for Good Reason, then the Company Bank, or by Executiveits successor, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as followsshall: (i1) The Company shall pay Executive (orExecutive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to two times: (i) any Accrued Obligations Executive’s base salary in effect as of the Date of Termination, and (as defined belowii) the highest rate of bonus earned by Executive from the Bank (including amounts deferred at the Executive’s election) during the calendar year in which termination occurs or either of the two calendar years immediately preceding the year in which the termination occurs, payable by lump sum within the thirty (30) day period following business days of the date Executive’s employment terminates Date of Termination. (the “Separation Date”), 2) pay for or permit Executive to purchase such earlier date as may be required by applicable law, and Executive shall receive any vested accrued benefits continued health care coverage for which Executive remains eligible under the Company’s employee welfare benefit and retirement plans, payable according to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided family as is customarily available to employees of the Company in accordance with Bank and as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time (“COBRA”) and/or state and the Texas health care continuation laws for the maximum period required under applicable law. In the event Executive is required to purchase such coverage, subject the Bank shall reimburse the Executive for the premiums paid by Executive, no less frequently than quarterly and within 15 days following the end of a quarter, such that premiums paid in the first quarter of a calendar year shall be reimbursed by April 15, premiums paid in the second quarter shall be reimbursed by July 15, etc., provided that the Bank shall only be obligated to reimburse Executive for such premiums for the terms lesser of: (i) the aggregate period required by COBRA and conditions thereofthe Texas health care continuation laws, and at Executive’s own expense. or (ii) If, during the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on years from the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount termination of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)employment. (ivb) Notwithstanding Sections 5(c)(iiIn no event shall the 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 the Code or any successor thereto, and Section 5(c)(iii) abovein order to avoid such a result, Termination Benefits will be reduced, if Executive breaches necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s obligations “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 6 of this 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, Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicable3(a) hereof. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations Obligations; (as defined belowb) within If the thirty (30) day period following the date Executive’s employment with the Company terminates during the Period of Employment 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 entitled to the following benefits: (i) The Company shall pay or reimburse the Executive (in addition to the Accrued Obligations) for the employer-paid portion of the premiums charged to continue medical coverage, plus a severance payment which is detailed in Section 5.3(b)(ii). Such amount is referred to hereinafter as 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 Severance Benefit.” The coverage of medical premiums is pursuant to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) and/or state lawas 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 (i) shall, subject to Section 21(b), commence with continuation coverage on the terms and conditions thereof, and at day immediately following the date the Executive’s own expenseseparation from service occurs and shall cease with continuation coverage for the sixth 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)(i) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in material adverse tax consequences. (ii) IfBased upon the Company pay practices at the time of separation; on the next regularly scheduled pay date following the Executive’s Separation from Service, during subject to the Period execution of Employmentthe general release attached as Exhibit A and other requirements of Paragraph 5.4 below, if the Executive has completed at least six months active and continuous employment with the Company, the Company shall pay the Executive the amount of Base Salary equal to one (1) week at the rate of pay upon separation per every one (1) month that the Executive was actively and continuously employed by the Company up to a maximum of twelve (12) months; provided, however, the amount of these additional severance payments will be reduced dollar-for-dollar by the amount of compensation for providing services (whether as employee, consultant, independent contractor or otherwise) earned by Executive from any source following the Severance Date. In no case shall the total payment owed under this Paragraph 5.3(b)(ii) exceed the total Base Salary earned by the Executive in the prior twelve (12) months, regardless of the Executive’s tenure at the time of separation. For the purposes of clarity, any calendar month in which the Executive is actively employed by the Company for at least one (1) business day counts as a full month for the purposes of this payment. The duration of Executive’s active and continuous employment with the Company shall be calculated without regard to the employment agreement then in effect, so long as the Executive was actively and continuously employed by the Company. (iii) Subject to the requirements of any award agreement between Executive and the Company, any other stock option or other equity-based award granted by the Company to the Executive that is then-outstanding and unvested on the Severance Date shall terminate on the Severance Date and the Executive shall have no further right with respect thereto or in respect thereof. (c) If the Executive’s employment with the Company ends terminates during the Period of Employment as a result of an involuntary termination by the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Controldeath or Disability, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject obligation to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by pay the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards terminate on the date of the death or Disability. The Executive’s termination; provided, however, that if an then-outstanding equity award is stock option and other equity-based awards granted by the Company to vest and/or the amount of the equity award to vest is to Executive shall be determined based on the achievement of performance criteria, then the equity award will vest treated as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide provided in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”Section 5.3(b)(iii). (ivd) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches Executive’s his obligations under Section 6 of this 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 Severance Payments Benefit, or Change to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(i); provided that, if the Executive provides the Release contemplated by Section 5.4, in Control Severance Paymentsno 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, as applicableif 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. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (or its Compensation Committee’siii) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If (a) Subject to Section 9 hereof, if the Executive’s 's termination of employment with the Company is terminated 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 Period three year period immediately prior to the Date of Employment for any reason 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. The Executive's severance benefits shall be paid in one of the following manners elected by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: : (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued Obligations (as defined below1) within the thirty (30) day period days of the Date of Termination, (2) within ten (10) business days of January 1 of the year following the date Executive’s employment terminates Date of Termination, (3) as salary continuation with equal weekly payments during the “Separation Date”twenty-four (24) month term of the severance, or (4) through the purchase of an annuity that has a value equal to the total severance benefit. The Executive shall make this payment election within twenty-one (21) days of the Date of Termination. If the Executive fails to make an election, payments will be made as outlined in option (1), or such earlier date as may within thirty (30) days of the Date of Termination. Payments made under this subsection (a) shall not be required by applicable law, and Executive shall receive taken into account under any vested accrued benefits for which Executive remains eligible under other retirement plan of the Company’s employee welfare benefit and retirement plans, payable according . (b) With respect to the terms of such plans. Executive and Executive’s eligible dependents shall be eligible for 's continued coverage under the group medical care plans provided to employees Company's health insurance plan, or successor plan, the Executive's "qualifying event" for purposes of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 19851985 ("COBRA") shall be his Date of Termination from the Company. If the Executive elects to continue health plan coverage pursuant to COBRA, as amended the Company shall pay the Executive's COBRA premiums for a period terminating on the earlier of (“i) twenty-four (24) months from the 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 respect to subsection (b) shall continue only if the Executive satisfies on a timely basis all of his obligations under COBRA”. As applicable, continued coverage under this subsection (b) and/or state law, subject shall be coordinated with corresponding benefits that the Executive may be eligible to receive under the terms and conditions thereof, and at Executive’s own expenseOfficer Retiree Medical Plan. (iic) If, during the 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 other than in connection with a Change in Control, then, in addition With respect to the amounts payable under Section 5(c)(i)Executive's participation in the Executive Salary Protection Plan II, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the Executive's termination of employment is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change as set forth in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii2(b)(iv), subject to Executive’s timely execution and non-revocation of then the General Release and the other conditions and limitations herein, Executive shall be entitled immediately vested in the Plan with benefits available to receive him as if he had completed an additional five (A5) twelve (12) months years of Base service. Benefits from the Executive Salary (at Protection Plan II will be available immediately following the rate Date of Termination in effect immediately the manner elected by the Executive on the current Distribution Election Form on file with the plan administrator. Distributions prior to age 62 will be reduced by 3% a year in accordance with the Separation Date, or master plan document. (d) All unpaid benefits set forth in this section shall be forfeited if the termination is as a result Executive violates any material provision of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereofthis Agreement including, without limitation, the Base Salary Confidentiality and Nonsolicitation Agreement set forth in effect prior to Section 7. (e) If the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as Executive's termination of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed employment with the Company through such does not satisfy the conditions set forth in Section 2, no payment date; (C) a lump-sum paymentor benefits shall be provided under this Agreement. This Agreement does not, payable within thirty (30) days following the Separation Dateand is not intended to, equal to one hundred percent (100%) limit any rights or benefits of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs Executive pursuant to any other non-severance type plan, policy or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s terminationwritten agreement; provided, however, that if an outstanding equity award this Agreement is to vest and/or the amount of the equity award to vest is intended to be determined based on the achievement of performance criteria, then sole agreement governing severance-type benefits. Under no circumstances will the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (iv) Notwithstanding Sections 5(c)(ii) and Section 5(c)(iii) above, if Executive breaches Executive’s obligations under Section 6 of this 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, Executive will no longer be entitled toto or eligible for any other severance type benefits from the Employer, and including any obligations that existed under any prior agreements including but not limited to prior severance agreements or under the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Payments or Change in Control Severance Payments, as applicableUnified Western Grocers' Separation Payment Program. (v) The severance and accelerated vesting provisions of this Section 5(c) shall be superseded in the event of the Board’s (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason.

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive (whether or not during or following the expiration of the Period of Employment) (the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations Obligations; (as defined belowb) within If the thirty (30) day period following the date 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 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 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 “Separation Date”Severance Benefit.” Subject to Section 22(b), or such earlier date as may be required by applicable law, and Executive the Company shall receive any vested accrued benefits for which Executive remains eligible under pay the Company’s employee welfare benefit and retirement plans, payable according Severance Benefit to the terms 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 plans. payment. (ii) The Company will pay or reimburse the Executive and Executive’s eligible dependents shall be eligible for continued his premiums charged to continue medical coverage under the group medical care plans provided pursuant to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) and/or state lawas 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 terms and conditions thereof, and at month following the month in which the Executive’s own expenseSeparation 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 Company’s 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 Company). (iiiii) IfThe 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, during to the Period 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 (x) the Executive’s target Incentive Bonus for the fiscal year in which the Severance Date occurs, multiplied by (y) a fraction, the numerator of Employmentwhich 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. (v) The Executive will be fully vested as of the Severance Date in any otherwise unvested amounts then allocated to the Executive’s account under the Semtech Executive Compensation Plan (the Company’s non-qualified deferred compensation plan) as well as in any otherwise unvested portion of the Signing Bonus. (vi) 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 ends as a result had continued for twelve (12) months after the Severance Date (and any portion of an involuntary termination such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding equity-based award granted by the Company without Cause or to the Executive that is subject to performance-based vesting requirements and unless otherwise expressly provided in the applicable award agreement, 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 resignation employment with the Company will be deemed to have continued for Good Reason other than in connection with twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs within a Change in ControlControl Window and in each case unless otherwise expressly provided in the applicable award agreement, then, in addition (i) each equity-based award granted by the Company to the amounts payable 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(c)(i5.3(b), subject the Severance Date occurs prior to Executive’s timely execution a Change in Control Event, and non- revocation 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 general release described Severance Date occurring within a Change in Section 5(dControl Window that would have otherwise (as provided above) (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled been required to receive (A) six (6) months of Base Salary (at the rate in effect immediately have been paid prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction Change in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments Control Event shall be paid until the Company’s first payroll payment date in the year on or within ten (10) days following the year Change in which Control Event. For purposes of clarity, if the Separation Date occurs, and any amount that is not paid prior to such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within Reason, and any stock option or other equity-based award granted to the sixty 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 (60subject, in all events, to the original maximum term of the award) days prior until the later of (a) the end of the 90-day period following the Severance Date and (b) if a definitive agreement with respect to a Change in Control or within Event transaction was entered into prior to the twelve (12) months Severance Date, one year following the execution of such agreement, and, if a Change in ControlControl Event occurs within such period of time, thensuch 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)(ii), (iii) and (iv) (in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”Accrued Obligations). (ivd) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive materially breaches Executive’s his ongoing obligations under Section 6 of the Confidentiality Agreement or under this 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 Severance Payments Benefit or Change any remaining unpaid amount contemplated by Section 5.3(b)(iii) or (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 Control Severance Paymentsno 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, as applicableif 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. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in the event Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (or its Compensation Committee’siii) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If (a) Upon termination of the Executive’s employment with or without Cause or Good Reason, the Company 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 or this Agreement (the “Accrued Obligations”) that had accrued or been earned but had not been paid (including accrued and unpaid vacation time) on or before the Separation Date; and (ii) 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 on or before the Separation Date. If the Executive’s employment by the Corporation is terminated during the Period of Employment for any reason Term by the Company Corporation for Cause or by Executivethe Executive without Good Reason, 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 except as follows: (i) The Company shall pay Executive (or, in the event of Executive’s death, Executive’s estate) any Accrued 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expensebenefits. (iib) If, during the Period of EmploymentTerm, the Executive’s employment with the Company ends as a result of an involuntary termination is terminated by the Company Corporation (or its successor or assignee) without Cause Cause, or due to the Executive’s resignation for death or Disability, or by the Executive with Good Reason other than (an “Involuntary Termination”), the Corporation shall pay the Executive (or the Executive’s estate in connection with a Change in Control, then, the case of death) (in addition to the amounts Accrued Obligations payable under in accordance with Section 5(c)(i5.3(a), subject ) an amount equal to Executive’s timely execution and non- revocation of the general release described in Section 5(d) nine (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled to receive (A) six (69) months of the Executive’s Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date plus reimbursement of COBRA medical continuation premiums (if the Executive is eligible for, elects and subject to all applicable taxes and withholdings; and pays for such COBRA medical continuation) for nine (B9) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date months ((A) and (B) collectively, the “Severance PaymentsBenefit”); 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, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended. The Corporation shall pay (or provide, as applicable) the Severance Benefit to the Executive (or the Executive’s estate in the case of death) in substantially equal installments during the nine (9) month period commencing on the date of Executive’s Involuntary Termination in accordance with the Corporation’s payroll cycle; provided, however, that no installment or portion of amounts that otherwise would be scheduled to be paid during the Severance Payments Release Period (as defined in Section 5.4(a)) shall accrue and shall be payable or paid until on the first payroll date following the expiration of the applicable revocation period for the General Release. Release Period. (c) Notwithstanding anything herein to the contrarycontrary in this Section 5.3, if any Severance Payment the Executive’s termination of employment is not a “nonqualified deferred compensationSeparation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (as defined belowthe “Code”) and the period to consider the General Release andregulations and other published guidance thereunder (including §1.409A-1(h)), then, if applicablerequired in order to comply with the provisions of Section 409A of the Code, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion payment of the Severance Payments Benefit shall be paid delayed until such a Separation from Service occurs. The treatment (including, without limitation, the Company’s first payroll payment date in cancellation or vesting thereof and/or the year following entitlement of the year in which the Separation Date occurs, and Executive thereto) of any amount that is not paid prior to such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or outstanding equity awards then held by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for Date shall be subject to the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) applicable terms of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); Equity Plan and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award is to vest and/or the amount of the equity award to vest is to be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”)agreements. (ivd) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches is found by an arbitrator in a final decision to have materially breached the Executive’s obligations under the provisions set forth in Section 6 4.11 of this Agreement at any timethe SPA, from and after then (i) the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, Executive will shall no longer be entitled to, and the Company will Corporation shall no longer be obligated to pay, any remaining unpaid portion of the Severance Payments Benefit as of the date of such determination of breach, and (ii) the Executive shall, at the request of the Corporation, repay any portion of the Severance Benefit previously paid or Change provided to the Executive. Any disputes with respect to the application of this Section 5.3(d) will be subject to arbitration under Section 16 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 Control Severance Paymentsgood faith, as applicablethat it is reasonably likely to prevail in such dispute. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded in payment of Accrued Obligations, (ii) the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable 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 (or its Compensation Committee’siv) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Corporation’s Equity Plan and 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of the Executive’s death, the Executive’s estate) any Accrued Obligations (as such term is defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”in Section 5.5), 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense.; (iib) If, during the Period of Employment, the 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 other than in connection with a Change in Control, 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 entitled to receive (A) six (6) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment 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 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 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 (1/12)). (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 Reason, in each case within the sixty two (602) days months prior to a Change in Control or within the twelve (12) months following a the Change in Control, then, in addition to then the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive the following benefits: (Ai) 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 Base Salary (at the 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 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 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). (ii) 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 Separation Severance Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of that the Separation DateExecutive elects such continued coverage; provided, however, that, the Company’s obligation to make any payment of Executive’s Bonus or reimbursement pursuant to this clause (iii) shall, subject to Section 19.1, commence with continuation coverage for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days month following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year month in which the Executive’s termination of employment 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 (for avoidance or, if earlier, shall cease upon the first to occur of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of the Executive’s outstanding unvested equity awards on 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 termination; provided). To the extent that the Executive elects COBRA coverage, however, that if an 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 award is compensation awards granted to vest and/or Executive by the amount 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 award to vest is to compensation awards shall be determined based on the achievement of performance criteria, then the equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provide in governed by the applicable award agreement ((A) through (D) herein, and plan under which the “Change in Control Severance Payments”)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 Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches the Executive’s obligations under Section 6 of this 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 shall no longer be entitled to, and the Company will shall no longer be obligated to pay, any remaining unpaid portion of the Severance Payments Benefit or Change any Pro-Rata Bonus; provided, however, that, if the Executive provides the release contemplated by Section 5.4, in Control no event shall the Executive be entitled to a Severance PaymentsBenefit payment of less than $5,000, as applicablewhich amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4. (ve) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (a) shall be superseded in the event Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the Boardapplicable Company welfare benefit plan; (b) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (or its Compensation Committee’sc) adoption the Executive’s receipt of an executive severance benefits otherwise due in accordance with the terms of the Company’s 401(k) plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reason(if any).

Benefits Upon Termination. If the Executive’s employment with by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date 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 except as follows: (ia) The Company shall pay the Executive (or, in the event of Executive’s his death, the Executive’s estate) any Accrued Obligations (as such term is defined below) within the thirty (30) day period following the date Executive’s employment terminates (the “Separation Date”in Section 5.5), 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. Executive and Executive’s eligible dependents shall be eligible for continued coverage under the group medical care plans provided to employees of the Company in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and/or state law, subject to the terms and conditions thereof, and at Executive’s own expense.; (iib) If, during the Period of Employment, the Executive’s employment with the Company ends terminates as a result of an involuntary termination by Involuntary Termination, the Company without Cause or Executive’s resignation for Good Reason other than in connection with a Change in Control, then, shall pay the Executive (in addition to the amounts payable under Section 5(c)(iAccrued Obligations), subject to Executive’s timely execution tax withholding and non- revocation of the general release described in Section 5(dother authorized deductions, an amount equal to (x) (the “General Release”) and the other conditions and limitations herein, Executive shall be entitled to receive (A) six (6) months of two times his Base Salary plus (at y) two times the rate in effect immediately prior average of each Incentive Bonus paid to the Separation DateExecutive during the 24 months preceding the Severance Date (or previous year, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in substantially equal installments on each of the Company’s regular payroll payment dates during the six (6) months following the Separation Date and subject to all applicable taxes and withholdings; and (B) to the extent unpaid Executive has not been employed for two bonus cycles as of the Separation Severance Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date ((A) and (B) collectively, 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. Notwithstanding anything herein to the contrary, if any Severance Payment is “nonqualified deferred compensation” within the meaning of Section 409A of the Code (as defined below) and the period to consider the General Release and, if applicable, revoke the General Release plus the first regular payroll date thereafter spans two calendar years, then no portion of the Severance Payments shall be paid 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 such date due to such restriction shall be paid in a lump sum along with the installment scheduled to be paid on that date. (iii) If Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the sixty (60) days prior to a Change in Control or within the twelve (12) months following a Change in Control, then, in addition to the amount payable under Section 5(c)(i) but in lieu of the Severance Payments payable under Section 5(c)(ii), subject to Executive’s timely execution and non-revocation of the General Release and the other conditions and limitations herein, Executive shall be entitled to receive (A) twelve (12) months of Base Salary (at the rate in effect immediately prior to the Separation Date, or if the termination is as a result of Good Reason triggered based on a material reduction in Executive’s Base Salary under Section 5(e)(v) hereof, the Base Salary in effect prior to the reduction), payable in a lump sum within thirty (30) days following the Separation Date and subject to all applicable taxes and withholdings; (B) to the extent unpaid as of the Separation Date, payment of Executive’s Bonus for the fiscal year immediately preceding the year in which the Separation Date occurs, payable at the same time such Bonus would be due under Section 3(b) if Executive had remained employed with the Company through such payment date; (C) a lump-sum payment, payable within thirty (30) days following the Separation Date, equal to one hundred percent (100%) of the higher of (1) Executive’s target Annual Bonus as in effect for the fiscal year in which the Change in Control occurs or (2) Executive’s actual Annual Bonus for the fiscal year in which the Executive’s termination of employment occurs (for avoidance of doubt, this amount will not be prorated); and (D) acceleration of one hundred percent (100%) of Executive’s outstanding unvested equity awards on the date of Executive’s termination; provided, however, that if an outstanding equity award the Executive’s employment is to vest and/or terminated before determination of the first Incentive Bonus for which the Executive is eligible under this Agreement then the amount in this part (y) shall be based upon the average actual percentage of target bonus paid to executive officers who participated in the Company’s annual bonus plan in the preceding year. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 5.8(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 twenty-four (24) 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 equity award to vest is aggregate Severance Benefit. For example, if such installments were to be determined based made on the achievement of performance criteriaa monthly basis, then the equity award will vest as to one hundred percent (100%) each installment would equal 1/24th of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(sSeverance Benefit.), unless otherwise provide in the applicable award agreement ((A) through (D) herein, the “Change in Control Severance Payments”). (ivc) Notwithstanding Sections 5(c)(ii) and the foregoing provisions of this Section 5(c)(iii) above5.3, if the Executive breaches Executive’s his obligations under Section 6 of this Agreement or under any other agreement that imposes restrictions with respect to the Executive’s activities 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 Severance Payments or Change Benefit; provided that, if the Executive provides the release contemplated by Section 5.4, in Control no event shall the Executive be entitled to a Severance PaymentsBenefit payment of less than $5,000, as applicablewhich amount the parties agree is good and adequate consideration, standing alone, for the Executive’s release contemplated by Section 5.4. (vd) The severance and accelerated vesting foregoing provisions of this Section 5(c5.3 shall not affect: (i) shall be superseded the Executive’s receipt of any benefits otherwise due terminated employees under group insurance coverage consistent with the terms of an 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 event terms of the BoardCompany’s 401(k) plan (or its Compensation Committee’s) adoption of an executive severance plan covering Executive that provides for benefits in the event of termination of employment by the Company without Cause or by Executive for Good Reasonif any).