Common use of By Company Clause in Contracts

By Company. If Executive’s employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive pursuant to the preceding sentence shall be paid to Executive within ten business days of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executive.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that the benefits described in paragraph 3.5 shall continue to be payable, if Executive complies fully with shall be provided Flight Benefits for the remainder of Executive's lifetime, Executive and his obligations under Article 5 hereofeligible dependents shall be provided Continuation Coverage for the remainder of Executive's lifetime, thatand: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii) or (iiiiv), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due payments and benefits described in clauses (i) through (vi) of paragraph 4.1, and Company shall perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.7(i); and (ii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of restricted stock awarded to Executive pursuant to vest immediately upon such termination and, with respect to options, be exercisable in full for 30 days (or such longer period as provided for under the preceding sentence shall be circumstances in applicable option awards) after such termination, (2) cause all Awards made to Executive under the Retention Program to vest immediately upon such termination, (3) cause Company to pay to Executive (or Executive's estate), at the same time as other Payment Amounts with respect to Awards are paid to other participants under the LTIP, all Payment Amounts with respect to Awards made to Executive within ten business days under the LTIP having a Performance Period that has not been completed as of the date of Executive’s termination 's termination, as if Executive had remained employed by Company in his current position through the end of employment with Company; provided thateach such Performance Period (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), if Section 409A less any amounts paid to Executive under the LTIP upon the occurrence of Executive's death or Disability after a Change in Control (such capitalized terms to have the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer meanings ascribed thereto in the form attached LTIP), (4) provide Executive (or his designated beneficiary or beneficiaries) with the benefits contemplated under paragraph 3.3 or paragraph 3.6, as Exhibit A on the date that any such lump-sum payment is paid applicable, and (5) perform its obligations with respect to the Executiveautomobile then used by Executive as provided in subparagraph 3.7(i).

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that the Company shall pay Executive on or before the effective date of such termination a lump sum, if cash payment in an amount equal to the Existing Severance, the benefits described in paragraph 3.5 shall continue to be payable, Executive complies fully with shall be provided Flight Benefits for the remainder of Executive's lifetime, Executive and his obligations under Article 5 hereofeligible dependents shall be provided Continuation Coverage for the remainder of Executive's lifetime, thatand: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii) or (iiiiv), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due payments and benefits described in clauses (i) through (vi) of paragraph 4.1, and Company shall perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.7(i); and (ii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of restricted stock awarded to Executive pursuant to vest immediately upon such termination and, with respect to options, be exercisable in full for 30 days (or such longer period as provided for under the preceding sentence shall be circumstances in applicable option awards) after such termination, (2) cause all Awards made to Executive under the Retention Program to vest immediately upon such termination, (3) cause Company to pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the LTIP, all Payment Amounts with respect to Awards made to Executive within ten business days under the LTIP having a Performance Period that has not been completed as of the date of Executive’s termination 's termination, as if Executive had remained employed by Company in his current position through the end of employment with Company; provided thateach such Performance Period (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), if Section 409A less any amounts paid to Executive under the LTIP upon the occurrence of Executive's death or Disability after a Change in Control (such capitalized terms to have the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer meanings ascribed thereto in the form attached LTIP), (4) provide Executive (or his designated beneficiary or beneficiaries) with the benefits contemplated under paragraph 3.3 or paragraph 3.6, as Exhibit A on the date that any such lump-sum payment is paid applicable, and (5) perform its obligations with respect to the Executiveautomobile then used by Executive as provided in subparagraph 3.7(i).

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that the benefits described in paragraph 3.5 shall continue to be payable, if Executive complies fully with his obligations under Article 5 hereofshall be provided Flight Benefits for the remainder of Executive's lifetime, thatExecutive and Executive's eligible dependents shall be provided Continuation Coverage for the remainder of Executive's lifetime, and: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii), (iv), (v) or (iiivi), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due payments and benefits described in clauses (i) through (vi) of paragraph 4.1, and Company shall perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.6(i); and (ii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of restricted stock awarded to Executive pursuant to vest immediately upon such termination and, with respect to options, be exercisable in full for 30 days (or such longer period as provided for under the preceding sentence shall be circumstances in applicable option awards) after such termination, (2) cause all Awards made to Executive under the Retention Program to vest immediately upon such termination, (3) cause Company to pay to Executive (or Executive's estate), at the same time as other Payment Amounts with respect to Awards are paid to other participants under the LTIP or NLTIP/RSU Program, as the case may be, all Payment Amounts with respect to Awards made to Executive within ten business days under the LTIP or NLTIP/RSU Program having a Performance Period that has not been completed as of the date of Executive’s termination 's termination, as if Executive had remained employed by Company in Executive's current position through the end of employment with Company; provided thateach such Performance Period (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), if Section 409A of less any amounts paid to Executive under the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on LTIP or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached NLTIP/RSU Program upon the occurrence of Executive's death or Disability after a Change in Control (such capitalized terms to have the meanings ascribed thereto in the LTIP or in the NLTIP/RSU Program, as Exhibit A on the date that any such lump-sum payment is paid may be applicable to the relevant Awards), (4) if termination was due to Executive's death, provide Executive's designated beneficiary or beneficiaries with the benefits contemplated under paragraph 3.3 , and (5) perform its obligations with respect to the automobile then used by Executive as provided in subparagraph 3.6(i).

By Company. If Executive’s (a) The Company may terminate Employee's employment hereunder shall be terminated by Company prior to the expiration of the term provided Term (“Termination”). If such termination by the Company is for any reason other than a Termination for Cause (as defined in paragraph 2.1Section 4.1(b) hereof), or Employee’s death or disability, then: (i) all unvested options, upon such warrants and other equity grants shall vest immediately, (ii) Employee will be entitled to receive his Base Salary for a period of 30 days from the date of his termination, regardless ; and (iii) Employee shall be entitled to a continuation of health and other medical benefits and coverage at the cost and expense of the Company for a period of not less than eighteen (18) months, in consideration for all of which the parties hereto shall exchange mutual releases of claims. (b) For purposes of this Agreement, the term "Termination for Cause" means, a termination by reason thereforof any of the following: (i) Employee’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Employee is engaging or has engaged in material fraud, all compensation material dishonesty, or other acts of willful and benefits to Executive hereunder shall terminate contemporaneously continued misconduct in connection with the termination business affairs of such employmentthe Company; provided, however, that (x) no conduct by Employee shall be deemed willful for purposes of this Section 4.1 if Executive complies fully Employee believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with his obligations under Article 5 hereofrespect to clause (ii) above, thatunless Employee shall have first received written notice from the Board of Directors advising Employee of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Employee shall have had a reasonable opportunity (which shall be defined as a period of time consisting of at least fifteen (15) days from the date Employee receives said notice) to correct the acts or omissions so complained of. (c) For purposes of this Agreement, Employee’s employment shall be deemed to have been terminated in the event of: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i)the material reduction of Employee’s title, thenauthority, for a period duties or responsibilities, or the assignment to Employee of 6 months beginning on duties materially inconsistent with Employee’s positions with the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate as stated in effect under paragraph 3.1 on the date of such terminationSection 1 hereof; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, reduction in the event Base Salary of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such terminationEmployee; (iii) the Company’s failure to pay Employee any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company if such termination shall be for a reason encompassed failure is not cured by paragraphs 2.2(ithe Company within fifteen (15) or (ii), all days of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date notice of termination of Executive’s employmentsuch failure; andor (iv) if any other material breach by the Company of this Agreement. (d) If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Employee receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such termination shall be for any reason other than those encompassed by paragraphs 2.2(iparachute payment, a “Parachute Payment”), (ii)and would result in the imposition on the Employee of an excise tax under Section 4999 of the Internal Revenue Code, or (iii)then, then Company shall provide Executive with in addition to any other benefits to which the Termination Benefits. Any lump sum cash payment due to Executive pursuant to Employee is entitled under this Agreement, the preceding sentence Employee shall be paid by the Company an amount in cash equal to Executive within ten business days the sum of the date excise taxes payable by the Employee by reason of Executive’s termination of employment with Company; provided that, if Section 409A of receiving Parachute Payments plus the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of amount necessary to put the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer Employee in the form attached same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as Exhibit A on the date that any such lump-sum payment is paid if no excise taxes had been imposed with respect to the ExecutiveParachute Payments.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, 2.1 hereof then, upon such termination, regardless of the reason therefor, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, howeverexcept that Company shall provide Executive with the payments and benefits described in clause (A) of the first sentence of paragraph 4.1 (except that the automobile benefit described in clause (A)(vi) of such sentence and the parking benefit described in clause (A)(vii) of such sentence shall not be provided if the reason for such termination is encompassed by paragraphs 2.2 (iii), if Executive complies fully with his obligations under Article 5 hereof(iv), that(v) or (vi)), and: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i)without Cause, then, for a period of 6 months beginning on the date of such termination, then Company shall pay to Executive’s designated beneficiary provide Executive with the payments and benefits described in clause (or his estate B) of the first sentence of paragraph 4.1 and take the actions described in the last sentence of paragraph 4.1 (if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination;applicable); and (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), then Company shall (1) cause all options and shares of the outstanding restricted stock awarded to Executive to vest immediately upon such termination and, with respect to options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately be exercisable in full on for 30 days after such termination (or such longer period as provided for under the circumstances in applicable option awards, but in no event later than the earlier of the latest date upon which the option could have expired by its original terms under any circumstances or the tenth anniversary of the original date of termination grant of Executive’s employment; and the option), (iv2) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(ioccurs prior to the date upon which a Change in Control occurs, pay to Executive (or Executive's estate), at the same time as Payment Amounts with respect to Awards are paid to other participants under the NLTIP/RSU Program (iior, if a Change in Control occurs prior to such payment date and prior to the date for which a potential payment under the NLTIP/RSU Program ceases to exist for the relevant Award, on the date upon which such Change in Control occurs), or (iii), then Company shall provide Executive all Payment Amounts with the Termination Benefits. Any lump sum cash payment due respect to Awards made to Executive pursuant to under the preceding sentence shall be paid to Executive within ten business days NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of Executive’s 's termination of employment employment, as if Executive had remained employed by Company in Executive's current position through the date that would entitle Executive to the maximum payment with Company; provided thatrespect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), (3) if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such termination occurs on or after the six-month anniversary date upon which a Change in Control occurs, pay to Executive (or Executive's estate), within five business days after the date of such termination, all Payment Amounts with respect to Awards made to Executive under the NLTIP/RSU Program for which a potential payment under the NLTIP/RSU Program exists as of the date of termination. The Executive's termination of employment, as if Executive agrees to execute a mutual release and waiver of claims against Employer had remained employed by Company in the form attached as Exhibit A on Executive's current position through the date that any such lump-sum payment is paid would entitle Executive to the maximum payment with respect to such Awards under the NLTIP/RSU Program (calculated using the Base Amount of Executive in effect on the day immediately preceding such termination), and (4) if termination was due to Executive's death, provide Executive's designated beneficiary or beneficiaries with the benefits contemplated under paragraph 3.3. Capitalized terms used in clauses (2) and (3) of the preceding sentence that are not defined elsewhere in this Agreement have the meanings ascribed thereto in the NLTIP/RSU Program as in effect on the Effective Date.

By Company. If Executive’s 's employment hereunder shall under this Agreement may be terminated by the Company prior at any time for cause. For the purposes of this Section 7.1, "cause" shall mean: (a) the conviction of Executive for an act or acts of dishonesty by Executive that constitutes a felony under applicable law and that subjects the Company to expiration substantial loss or detriment, as determined by a majority of the term provided in paragraph 2.1, then, upon such termination, regardless members of the reason thereforBoard; (b) the imposition of disciplinary action against Executive, all compensation pursuant to a final non-appealable action, by a regulatory body having disciplinary authority over members of Executive's profession, which disciplinary action prevents Executive from performing his duties hereunder for a period of not less than thirty-one (31) consecutive days and benefits is determined by a majority of the members of the Board to Executive hereunder shall terminate contemporaneously have caused substantial loss or detriment to the Company; or (c) Executive's deliberate and intentional disregard of lawful instructions from the Board that are consistent with the termination limited scope of such employmentduties and services set forth in Sections 1.1 and 1.2, which disregard has caused (or if continued, will cause) manifest and material loss or detriment to the Company as determined by the affirmative vote of 75% of the non-employee members of the Board; provided, however, if that Executive complies fully with his obligations under Article 5 hereof, that: shall have received written notice of alleged disregard from the Board and shall have failed within thirty (i30) days after the receipt of such notice to cure and correct such disregard (or to begin in good faith to effect such cure and correction if such termination cannot be practically completed within such 30-day period). If Executive's employment is terminated under this Section 7.1, the Company shall be for a reason encompassed by paragraph 2.2(i)have no further obligation to Executive hereunder except to pay or reimburse to him, then, for a period of 6 months beginning in cash on the effective date of such terminationtermination or as soon thereafter as possible, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all any amount accrued but unpaid hereunder as of the outstanding stock optionstermination date and, restricted stock or unit awards and other equity based awards granted by Company to Executive shall thereafter, any amount that otherwise would become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive payable pursuant to the preceding sentence shall be paid to Executive within ten business days Section 3.1 (as a result of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary transactions in process as of the date of termination. The ) if there had been no termination and any amounts reimbursable under Section 3.2 for expenses incurred prior to termination; and to permit Executive agrees to execute a mutual release and waiver of claims against Employer exercise (within the 30-day period thereafter) the stock option described in the form attached as Exhibit A on the date that any such lump-sum payment is paid Section 3.3 with respect to the number of shares for which the option has vested as of such termination date, and except that the rights of Executive (and the obligations of the Company) under Section 8 shall continue without regard to such termination. If Executive's employment is terminated by the Company for cause, as provided above, this Agreement shall terminate and neither party shall have any further obligation to the other, except as provided above, and except for Executive's agreements contained in Sections 5 and 6.

By Company. The Company shall have the right to terminate Executive's employment under this Agreement at any time during the Term by Notice of Termination (as described in Section 6). If the Company terminates Executive’s 's employment hereunder under this Agreement (i) for Cause, as defined in Section 5.2, (ii) if Executive becomes Disabled, or (iii) upon Executive's death, the Company's obligations under this Agreement shall be terminated by Company prior to expiration cease as of the term provided in paragraph 2.1, then, upon such date of termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if that Executive complies fully with his obligations under Article 5 hereofwill be entitled to whatever benefits are payable to Executive pursuant to the terms of any health, that: life insurance, disability, welfare, retirement or other plan or program maintained by the Company in which Executive participates. If the Company terminates Executive during the Term of this Agreement other than pursuant to clauses (i) if such termination through (iii) of this Section 3.1, Executive shall be for entitled to receive the compensation and benefits provided in subsections (a) through (d) below. Unless specified otherwise, the time periods in subsections (a) through (d) below shall be the lesser of (i) the 12-month period (the 24-month period if Executive's date of termination of employment is within twelve (12) months after the date of a reason encompassed by paragraph 2.2(i)Change in Control, then, for a period of 6 months beginning as defined in Section 5.3) commencing on the date of such terminationExecutive's termination of employment, Company shall pay to Executive’s designated beneficiary or (or his estate if Executive does not have a beneficiary designation on file with Company for this purposeii) his base salary at the rate in effect under paragraph 3.1 on time period remaining from the date of Executive's termination until the date he attains age 65 (such termination; time period under (i) or (ii) is hereinafter referred to as the "Severance Period"). Except as otherwise provided herein (including Section 3.1(b)), the Company agrees that if such termination Executive's employment is terminated and he is entitled to compensation and benefits under this Section 3.1, he shall not be required to mitigate damages by seeking other employment, nor shall any compensation or benefit he receives reduce the amount payable by the Company hereunder. Executive agrees that the compensation and benefits provided pursuant to Sections 3.1 and 3.2 shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay only severance benefits payable to Executive by the Company and its affiliates as a result of Executive's termination of employment and Executive hereby waives his rights (or, if any) to any severance benefits under any other plan or program of the Company and its affiliates. The compensation and benefits payable or to be provided under subsections (a) through (d) below shall cease in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of 's death after termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive pursuant to the preceding sentence shall be paid to Executive within ten business days of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executive.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term Term of Employment provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) that if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), 2.2(iii) or (iiiiv), then Company shall provide Executive with the Termination Benefits. Any For the purpose of this Agreement, the term "Termination Benefits" shall mean the following: (i) Company shall continue to pay to Executive his base salary then in effect pursuant to paragraph 3.1 for the unexpired portion of the term set forth in paragraph 2.1; (ii) all outstanding stock options granted by Company to Executive shall become immediately exercisable in full upon Executive's termination of employment and for a period of twelve months thereafter (but in no event shall any such stock option be exercisable after the expiration of the original term of such stock option); (iii) within three months following the end of the year in which Executive's termination of employment occurs. Company shall pay to Executive a lump sum cash payment due equal to the Executive's Incentive Target (the "Target Bonus") amount prorated for the number of months in the performance year of Executive's termination of employment that have elapsed prior to termination (iv) the life insurance coverage and annual tax gross-up pursuant to paragraph 3.5 shall continue to be provided to Executive pursuant to for the preceding sentence shall be paid to Executive unexpired portion of the Term of Employment set forth in paragraph 2.1, (v) within ten 10 business days of after the date of Executive’s 's termination of employment employment, Company shall pay Executive a lump sum cash payment equal to the amount credited to his accounts under the Edge Petroleum Corporation Employees' Profit Sharing Plan and the Employee Stock Ownership Plan, or any similar plans or programs that are forfeitable in accordance with Company; provided thatthe terms of such plans and (vi) during the period, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or any (but in no event for more than 18 months after the six-month anniversary of the date of terminationExecutive's termination of employment), that Executive elects to continue coverage for himself and any of his eligible dependents under Company's group health plan pursuant to the continuation of coverage provisions contained in Sections 601 et req. The of the Employee Retirement Income Security Act of 1974, as amended, Executive's premiums for such coverage shall be no greater than that charged by Company generally to its active executive employees for coverage under such plans. In the event the Company does not fulfill its obligations under paragraph 1.1 to employ Executive agrees and appoint him to execute a mutual release the positions set forth in paragraph 1.2, the Executive shall be entitled to the Initial Option and waiver of claims against Employer in the form attached to Termination Benefits as Exhibit A if Executive's employment terminated on the date that any such lump-sum payment is paid to the ExecutiveEffective Date.

By Company. If Executive’s 's employment hereunder shall under this Agreement may be ---------- terminated by the Company prior at any time for cause. For the purposes of this Section 7.1, "cause" shall mean: (a) the conviction of Executive for an act or acts of dishonesty by Executive that constitutes a felony under applicable law and that subjects the Company to expiration substantial loss or detriment, as determined by a majority of the term provided in paragraph 2.1, then, upon such termination, regardless members of the reason thereforBoard; (b) the imposition of disciplinary action against Executive, all compensation pursuant to a final non-appealable action, by a regulatory body having disciplinary authority over members of Executive's profession, which disciplinary action prevents Executive from performing his duties hereunder for a period of not less than thirty-one (31) consecutive days and benefits is determined by a majority of the members of the Board to Executive hereunder shall terminate contemporaneously have caused substantial loss or detriment to the Company; or (c) Executive's deliberate and intentional disregard of lawful instructions from the Board that are consistent with the termination limited scope of such employmentduties and services set forth in Sections 1.1 and 1.2, which disregard has caused (or if continued, will cause) manifest and material loss or detriment to the Company as determined by the affirmative vote of 75% of the non- employee members of the Board; provided, however, if that Executive complies fully with his obligations under Article 5 hereof, that: shall have received written notice of alleged disregard from the Board and shall have failed within thirty (i30) days after the receipt of such notice to cure and correct such disregard (or to begin in good faith to effect such cure and correction if such termination cannot be practically completed within such 30-day period). If Executive's employment is terminated under this Section 7.1, the Company shall be for a reason encompassed by paragraph 2.2(i)have no further obligation to Executive hereunder except to pay or reimburse to him, then, for a period of 6 months beginning on in cash or the effective date of such terminationtermination or as soon thereafter as possible, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all any amount accrued but unpaid hereunder as of the outstanding stock optionstermination date and, restricted stock or unit awards and other equity based awards granted by Company to Executive shall thereafter, any amount that otherwise would become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive payable pursuant to the preceding sentence shall be paid to Executive within ten business days Section 3.1 (as a result of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary transactions in process as of the date of termination. The ) if there has been no termination and any amounts reimbursable under Section 3.2 for expenses incurred prior to termination; and to permit Executive agrees to execute a mutual release and waiver of claims against Employer exercise (within the 30-day period thereafter) the stock option described in the form attached as Exhibit A on the date that any such lump-sum payment is paid Section 3.3 with respect to the number of shares for which the option has vested as of such termination date, and except that the rights of Executive (and the obligation of the Company) under Section 8 shall continue without regard to such termination. If Executive's employment is terminated by the Company for cause, as provided above, this Agreement shall terminate and neither party shall have any further obligation to the other, except as provided above, and except for Executive's agreements contained in Section 5 and 6.

By Company. If Executive’s 's employment hereunder shall be terminated by Company prior to expiration of the term Term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) that if such termination shall be for occur prior to the occurrence of a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate Change in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be Control for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then or (iv), then, provided Executive executes a release of all of his claims and causes of action against Company and its affiliates (which release shall be in a form that is satisfactory to Company; (the "Release")), Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due For purposes of this Agreement, the term "Termination Benefits" shall mean the following: (i) Company shall continue to pay to Executive his base salary in effect pursuant to paragraph 3.1 at the preceding sentence time of Executive's termination of employment for the unexpired portion of the Term set forth in paragraph 2.1; (ii) the Initial Option shall become vested and immediately exercisable in full upon Executive's termination of employment and for a period of six months thereafter (but in no event shall the Initial Option be paid exercisable after the expiration of its initial term); (iii) all other outstanding stock options granted by Company to Executive within ten business days shall become vested and immediately exercisable in full upon Executive's termination of employment and for a period of three months thereafter or for such greater period as may be provided in the plan or plans pursuant to which such stock options were granted (but in no event shall any such stock option be exercisable after the expiration of the original term of such stock option); and (iv) during the period, if any (but in no event for more than 12 months after the date of Executive’s 's termination of employment with employment), that Executive elects to continue coverage for himself and any of his eligible dependents under Company; provided that, if Section 409A 's group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Code is applicable and Executive is a “specified employee” Employee Retirement Income Security Act of 1974, as amended, Executive's premiums for such coverage shall be no greater than that charged by Company generally to its active executive employees for coverage under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executiveplans.

By Company. If Executive’s employment hereunder with the Company shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination, and all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), and all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and; (iviii) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive pursuant to the preceding sentence shall be paid to Executive within ten business days of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executive.

By Company. If Executive’s 's employment hereunder shall under this Agreement may be ---------- terminated by the Company prior at any time for cause. For the purposes of this Section 7.1, "cause" shall mean: (a) the conviction of Executive for an act or acts of dishonesty by Executive that constitutes a felony under applicable law and that subjects the Company to expiration substantial loss or detriment, as determined by a majority of the term provided in paragraph 2.1, then, upon such termination, regardless members of the reason thereforBoard; (b) the imposition of disciplinary action against Executive, all compensation pursuant to a final non-appealable action, by a regulatory body having disciplinary authority over members of Executive's profession, which disciplinary action prevents Executive from performing his duties hereunder for a period of not less than thirty-one (31) consecutive days and benefits is determined by a majority of the members of the Board to Executive hereunder shall terminate contemporaneously have caused substantial loss or detriment to the Company; or (c) Executive's deliberate and intentional disregard of lawful instructions from the Board that are consistent with the termination limited scope of such employmentduties and services set forth in Sections 1.1 and 1.2, which disregard has caused (or if continued, will cause) manifest and material loss or detriment to the Company as determined by the affirmative vote of 75% of the non-employee members of the Board; provided, however, if that Executive complies fully with his obligations under Article 5 hereof, that: shall have received written notice of alleged disregard from the Board and shall have failed within thirty (i30) days after the receipt of such notice to cure and correct such disregard (or to begin in good faith to effect such cure and correction if such termination cannot be practically completed within such 30-day period). If Executive's employment is terminated under this Section 7.1, the Company shall be for a reason encompassed by paragraph 2.2(i)have no further obligation to Executive hereunder except to pay or reimburse to him, then, for a period of 6 months beginning in cash on the effective date of such terminationtermination or as soon thereafter as possible, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all any amount accrued but unpaid hereunder as of the outstanding stock optionstermination date and, restricted stock or unit awards and other equity based awards granted by Company to Executive shall thereafter, any amount that otherwise would become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due to Executive payable pursuant to the preceding sentence shall be paid to Executive within ten business days Section 3.1 (as a result of the date of Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary transactions in process as of the date of termination. The ) if there had been no termination and any amounts reimbursable under Section 3.2 for expenses incurred prior to termination; and to permit Executive agrees to execute a mutual release and waiver of claims against Employer exercise (within the 30-day period thereafter) the stock option described in the form attached as Exhibit A on the date that any such lump-sum payment is paid Section 3.3 with respect to the number of shares for which the option has vested as of such termination date, and except that the rights of Executive (and the obligations of the Company) under Section 8 shall continue without regard to such termination. If Executive's employment is terminated by the Company for cause, as provided above, this Agreement shall terminate and neither party shall have any further obligation to the other, except as provided above, and except for Executive's agreements contained in Sections 5 and 6.

By Company. If ExecutiveEmployee’s employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive Employee hereunder shall terminate contemporaneously with the termination of such employmentemployment (except to the extent benefits continue pursuant to the specific terms of any plan or program); provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) that if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), (iii), or (iiiiv), then Company shall provide Executive with (i) pay Employee the Termination Payments and (ii) provide Employee with Continuation Benefits. Any lump sum cash payment due to Executive pursuant to For purposes of this Agreement, (A) the preceding sentence term “Termination Payments” shall be mean continuation of Employee’s annual base salary as provided in paragraph 3.1 and continuation of Employee’s bonuses as provided in paragraph 3.2 at the average percentage of annual base salary that was paid to Executive within ten business days Employee as bonus during the two-year period preceding his termination of employment with Company, as if he had remained employed by Company throughout the date of ExecutiveEmployment Term, and (B) the term “Continuation Benefits” shall mean continued coverage under Company’s medical and dental plans and life insurance for Employee and his dependents (including his spouse) who were covered under such plans and insurance on the day prior to Employee’s termination of employment with Company for the same period as the Termination Payments (provided, however, that (1) such coverage shall terminate if and to the extent Employee becomes eligible to receive medical, dental and life insurance coverage from a subsequent employer (and any such eligibility shall be promptly reported to Company by Employee), (2) if Employee (and/or his spouse) would have been entitled to retiree medical, dental, and/or life insurance coverage under Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then ’s plans had he voluntarily retired on or after the six-month anniversary of the date of such termination, then such coverages shall be continued as provided under such plans, and (3) in the event that continued participation in any such Company plan is for whatever reason impermissible, Company shall arrange upon comparable terms benefits substantially equivalent to those that may not be so provided under the plan maintained by Company). The Executive agrees Notwithstanding the preceding provisions of this paragraph 7.2, as a condition to the receipt of any Termination Payments and/or Continuation Benefits pursuant to this paragraph 7.2, Employee must first execute a mutual release and waiver agreement which shall release Company, its affiliates and their officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind or character, including but not limited to all claims against Employer in or causes of action arising out of Employee’s employment with Company and the form attached as Exhibit A on the date that any termination of such lump-sum payment is paid to the Executiveemployment.

By Company. If Executive’s employment hereunder shall be terminated by The Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if Executive complies fully with his obligations under Article 5 hereof, thatmay terminate: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s deathMisconduct upon written notice thereof delivered to Executive in accordance with Section 7(e) and Section 11 hereof, his designated beneficiary (or his estate in which case the Company shall have no further compensation obligations pursuant to Section 3 of this Agreement other than for payment to Executive of the Accrued Amounts, if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at any, to be paid, and confirmed via email to the rate in effect under paragraph 3.1 email address on the date signature page hereof, to the Executive within fifteen (15) days of such terminationthe Date of Termination or as otherwise provided for herein; (iiiii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be at any time for any reason other than those encompassed by paragraphs 2.2(ifor Misconduct upon 10 days’ written notice to Executive, in which case the Company shall pay Executive (A) Monthly Compensation through the Term, (B) the Bonus (if not previously paid), (ii)C) the unvested equity and non-equity bonus awards shall accelerate and be vested in full pursuant to their respective award documentation whether set forth in this Agreement or otherwise, or and (iii)D) Accrued Amounts, then Company shall provide Executive with if any, all to be paid, and confirmed via email to the Termination Benefits. Any lump sum cash payment due email address on the signature page hereof, to Executive pursuant to the preceding sentence shall be paid to Executive all within ten business fifteen (15) days of the date Date of Executive’s termination Termination; or (iii) subsequent to the closing of employment with Company; provided thata Corporate Change, in which case the Company shall have no further compensation obligations pursuant to Section 3 of this Agreement other than for payment to Executive of the Accrued Amounts, if any, the amount due under Section 409A 3(c) to be paid upon closing of the Code is applicable Corporate Change, and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) the unvested equity and non-equity bonus awards shall accelerate and be vested in full pursuant to their respective award documentation whether set forth in the Agreement or otherwise, all to be paid and confirmed to be effective upon the closing of the CodeCorporate Change, then via email to the email address on or after the six-month anniversary signature page hereof, upon the closing of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the ExecutiveCorporate Change.

By Company. If (a) The Company may terminate Executive’s 's employment hereunder shall be terminated by Company prior to the expiration of the term provided Term (“Termination”). If such termination by the Company is for any reason other than a Termination for Cause (as defined in paragraph 2.1Section 4.1(b) hereof), or Executive’s death or disability, then: (i) all unvested options, upon such warrants and other equity grants shall vest immediately, (ii) Executive will be entitled to receive his Base Salary for a period of 30 days from the date of his termination, regardless ; and (iii) Executive shall be entitled to a continuation of health and other medical benefits and coverage at the cost and expense of the Company for a period of not less than eighteen (18) months, in consideration for all of which the parties hereto shall exchange mutual releases of claims. (b) For purposes of this Agreement, the term "Termination for Cause" means, a termination by reason thereforof any of the following: (i) Executive’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Executive is engaging or has engaged in material fraud, all compensation material dishonesty, or other acts of willful and benefits to Executive hereunder shall terminate contemporaneously continued misconduct in connection with the termination business affairs of such employmentthe Company; provided, however, that (x) no conduct by Executive shall be deemed willful for purposes of this Section 4.1 if Executive complies fully believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with his obligations under Article 5 hereofrespect to clause (ii) above, thatunless Executive shall have first received written notice from the Board of Directors advising Executive of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Executive shall have had a reasonable opportunity (which shall be defined as a period of time consisting of at least fifteen (15) days from the date Executive receives said notice) to correct the acts or omissions so complained of. (c) For purposes of this Agreement, Executive’s employment shall be deemed to have been terminated in the event of: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period the material reduction of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (title, authority, duties or his estate if responsibilities, or the assignment to Executive does not have a beneficiary designation on file of duties materially inconsistent with Executive’s positions with the Company for this purpose) his base salary at the rate as stated in effect under paragraph 3.1 on the date of such terminationSection 1 hereof; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, reduction in the event Base Salary of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) the Company’s failure to pay Executive any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Company if such termination shall be for a reason encompassed failure is not cured by paragraphs 2.2(ithe Company within fifteen (15) or (ii), all days of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date notice of termination of Executive’s employmentsuch failure; andor (iv) if any other material breach by the Company of this Agreement. (d) If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such termination shall be for any reason other than those encompassed by paragraphs 2.2(iparachute payment, a “Parachute Payment”), (ii)and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code, or (iii)then, then Company shall provide in addition to any other benefits to which the Executive with is entitled under this Agreement, the Termination Benefits. Any lump sum cash payment due to Executive pursuant to the preceding sentence shall be paid by the Company an amount in cash equal to Executive within ten business days the sum of the date excise taxes payable by the Executive by reason of Executive’s termination of employment with Company; provided that, if Section 409A of receiving Parachute Payments plus the Code is applicable and amount necessary to put the Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as Exhibit A on the date that any such lump-sum payment is paid if no excise taxes had been imposed with respect to the ExecutiveParachute Payments.

By Company. If Company shall have the right to terminate this ---------- Agreement and Executive’s 's employment hereunder without cause at any time. If Company terminates Executive without cause before the first anniversary of the Commencement Date, Executive shall be terminated by entitled to a severance benefit equal to Ninety Three Thousand Seven Hundred and Fifty Dollars ($93,750.00). If Company prior to expiration terminates Executive without cause after the first anniversary of the term provided in paragraph 2.1Commencement Date, then, upon such termination, regardless of the reason therefor, all compensation Executive shall be entitled to a severance benefit equal to One Hundred and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employmentTwenty Five Thousand Dollars ($125,000.00); provided, however, that Executive shall not be entitled to any severance if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed this Agreement is terminated by Company pursuant to paragraph 2.2(i)2(b) above or the Company gives written notice of non renewal pursuant to paragraph 2(b) above, then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed this Agreement is terminated by Executive pursuant to paragraph 2.2(ii), then, for a period 2(b) above or paragraph 10(b) below or the Executive gives written notice of 6 months beginning on the date of such termination, Company shall pay non-renewal pursuant to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)paragraph 2(b) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii)above, or (iii) this Agreement and Executive's employment hereunder is terminated for cause pursuant to paragraph 9 above, or (iv) Executive's employment is terminated by reason of the death or disability of Executive as provided in paragraph 11 below. In the event the Executive is "constructively terminated" (as defined below) by the Company, such constructive termination shall constitute termination without cause for purposes of the severance payments under this paragraph 10(a). The term "constructively terminated" shall mean any action by the Company (other than actual termination of Executive's employment) taken without "cause" (as this term is defined in paragraph 9 above) which results in a material diminution in Executive's position (including status, title and reporting requirements), then Company shall provide Executive authority, duties or responsibilities from that which is consistent with the Termination Benefitsstatus, title, reporting requirements, authority, duties or responsibilities of a President of a similarly situated public company (who is not also the Chief Executive Officer). Any lump sum cash The severance payment due shall be subject to Executive pursuant to the preceding sentence applicable tax withholding and shall be paid to Executive in a lump sum within ten (10) business days following the effective date of the date of event giving rise to Executive’s termination of employment with Company; provided that, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executive's being terminated without cause.

By Company. If The Company shall have the right to terminate Executive’s employment hereunder under this Agreement at any time during the Term by Notice of Termination (as described in Section 6). Executive shall be terminated have the right to terminate his employment at any time during the Term by notice to the Company. If the Company prior to expiration terminates Executive’s employment under this Agreement (i) for Cause, as defined in Section 5.2, (ii) if Executive becomes Disabled, or (iii) upon Executive’s death, or if Executive terminates his employment, the Company’s obligations under this Agreement shall cease as of the term provided in paragraph 2.1, then, upon such date of termination, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, if that Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall will be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on the date of such termination, Company shall pay entitled to Executive’s designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be for any reason other than those encompassed by paragraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the Termination Benefits. Any lump sum cash payment due whatever benefits are payable to Executive pursuant to the preceding sentence terms of any health, life insurance, disability, welfare, retirement or other plan or program maintained by the Company in which Executive participates. If the Company terminates Executive during the Term of this Agreement other than pursuant to clauses (i) through (iii) of this Section 3.1, Executive shall be paid entitled to Executive within ten business days receive the compensation and benefits provided in subsections (a) through (c) below. Unless specified otherwise, the time periods in subsections (a) through (c) below shall be the lesser of (i) the 12-month period (the 24-month period if Executive’s Date of Termination is on or after the date of a Change in Control, as defined in Section 5.3), commencing on the date of Executive’s termination of employment, or (ii) the time period remaining from Executive’s Date of Termination until the date he attains age 65 (such time period under (i) or (ii) is hereinafter referred to as the “Severance Period”). Except as otherwise provided herein, the Company agrees that if Executive’s employment with Company; is terminated and he is entitled to compensation and benefits under this Section 3.1, he shall not be required to mitigate damages by seeking other employment, nor shall any compensation or benefits he receives reduce the amount payable by the Company hereunder. Executive agrees that the compensation and benefits provided that, pursuant to this Section 3.1 shall be the only severance benefits payable to Executive by the Company and its affiliates as a result of Executive’s termination of employment and Executive hereby waives his rights (if Section 409A any) to any severance benefits under any other plan or program of the Code is applicable Company and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of terminationits affiliates. The Executive agrees compensation and benefits payable or to execute a mutual release and waiver of claims against Employer be provided under subsections (a) through (c) below shall cease in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the event of Executive’s death after termination of employment.

By Company. (i) If Executive’s Xxxxxx'x employment hereunder shall be terminated by Company prior to expiration of the term provided in paragraph 2.1Term, then, upon such termination, regardless of the reason thereforall Incentive Compensation issuable to Xxxxxx hereunder shall, all compensation and benefits to Executive hereunder shall except as otherwise provided herein, terminate contemporaneously with the termination by Company of such employmentemployment (except to the extent of any vested Bonus Options and/or Bonus Shares pursuant to the specific terms of the Schedules attached hereto, the applicable stock option agreement or restricted stock purchase agreement, and the Company Incentive Plan); provided, however, if Executive complies fully with his obligations under Article 5 hereof, that: (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then, for a period of 6 months beginning on that the date of such termination, Company shall pay to Executive’s designated beneficiary Xxxxxx the Termination Payments (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iias herein defined) if such termination shall be for (A) the Company terminates Xxxxxx'x employment as a reason encompassed by paragraph 2.2(ii)result of his Disability, then, for a period of 6 months beginning on the date of such termination, Company shall pay to Executive (or, in the event of Executive’s death, his designated beneficiary (or his estate if Executive does not have a beneficiary designation on file with Company for this purpose)) his base salary at the rate in effect under paragraph 3.1 on the date of such termination; (iii) if such termination shall be for a reason encompassed by paragraphs 2.2(i) or (ii), all of B) the outstanding stock options, restricted stock or unit awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iv) if such termination shall be otherwise terminates Xxxxxx'x employment for any reason other than those encompassed for Cause. (ii) For purposes of this Agreement and the attached Schedules, the term "Termination Payments" shall mean, to the extent the applicable performance criteria under Section 1.1 and the applicable Schedule is satisfied, a pro rata payment and delivery of the Bonus Options and Bonus Shares earned by paragraphs 2.2(iXxxxxx in accordance with the terms and conditions of the applicable Schedules. Xxxxxx shall not be entitled to receive any pro rata payment of any Bonus Options or Bonus Shares pursuant to Sections 1.1(i), (ii), (iii) or (iii)iv) and the attached Schedules unless the performance criteria applicable to such Bonus Options and Bonus Shares are satisfied for the Annual Period during which the termination of Xxxxxx'x employment occurs. Further, then Company Xxxxxx shall provide Executive with the Termination Benefits. Any lump sum cash not be entitled to receive any pro rata payment due to Executive of any Bonus Shares pursuant to Section 1.1(v) and the attached Schedule 1.1(v) unless the performance criteria set forth in Schedule 1.1(v) are satisfied for the amended Term. Notwithstanding the preceding sentence provisions of this Section 4.2, as a condition to the receipt of any Termination Payments pursuant to this Section 4.2, Xxxxxx must first execute a release agreement, in a form mutually acceptable to Xxxxxx and Company, which shall release Company, its affiliates and their officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind or character, including but not limited to all claims or causes of action arising out of Xxxxxx'x employment with Company and the termination of such employment. In determining the "pro rata" amount of any award to Xxxxxx under this Agreement or Schedules attached hereto, the award otherwise deliverable to Xxxxxx hereunder shall be paid to Executive within ten business multiplied by a fraction, (i) the numerator of which shall be the number of days Xxxxxx was employed by the Company during the Annual Period or Term, as applicable, and (ii) the denominator of which shall be the date total number of Executive’s termination of employment with Company; provided thatdays during such Annual Period or Term, if Section 409A of the Code is applicable and Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of the date of termination. The Executive agrees to execute a mutual release and waiver of claims against Employer in the form attached as Exhibit A on the date that any such lump-sum payment is paid to the Executiveapplicable.