Common use of By Executive Clause in Contracts

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i) through (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses (i) or (iii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches and Executive's only rights to compensation under this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination.shall be as follows: 5.2.1 If Executive terminates his employment other than pursuant to clauses (i) through (iii) of Section 5.2and such termination does not constitute a Voluntary Termination or an Involuntary Termination, the Company's and the Bank's obligations under this Agreement shall cease as of the date of such termination termination, Executive shall have no right to compensation or other benefits under this Agreement for any period after the date of termination, and Executive shall be subject to the noncompetition non-competition provisions set forth in Section section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses (i) or (iii) of Section 5.2and such termination constitutes an Involuntary Termination, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the terminationInvoluntary Termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2hereunder and such termination constitutes a Voluntary Termination, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections Section 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2Voluntary Termination or Involuntary Termination, (A) all rights of Executive pursuant to awards of share grants or unexpired options granted by the Company or the Bank shall be deemed to have vested and become immediately exercisable, and shall be released from all conditions and restrictionsrestrictions on transfer, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company Bank for such remaining Term the same period of time for which benefits are required to be paid under Section 5.2.2 or 5.2.3, as applicable, for the purposes of the CompanyBank's benefit plans, including, without limitation, any restricted stock agreements hereafter entered into with Executive.

By Executive. Executive shall have the right to terminate his Executive's employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his Executive's employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereoftermination. 5.2.2 If Executive terminates his Executive's employment hereunder pursuant to any of clauses clause (i) of Section 5.2 and there has been a Change in Control, or pursuant to clause (iii) of Section 5.2, Executive shall be entitled to receive Executive's base salary and other benefits due Executive through the termination date, less applicable taxes and other deductions, and receive immediately in a lump sum as severance the severance, aggregate compensation and benefits provided in Section 6 hereof that would otherwise equal to three times Executive's annual compensation being paid at the time of termination. If the Executive terminates Executive's employment pursuant to clause (i) of Section 5.2 and in the absence of a Change in Control, Executive shall be payable over entitled to receive immediately in a lump sum as severance upon such termination, an amount equal to one times Executive's annual compensation being paid at the three years subsequent to such time of termination. For purposes of determining bonus compensation under Section 6 which is not fixed (such as a bonus)fixed, the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. If the Executive has not been employed by the Company for at least three years, the annual amount of such unfixed bonus compensation shall be deemed to be equal to the average of such compensation over the period of time the Executive was employed by the Company immediately prior to the termination. In the event the Executive has been employed by the Company less than one year, the annual amount of such unfixed bonus compensation shall be deemed to be equal to the target bonus amount, if any, for the year in which such termination occurs. 5.2.3 If Executive terminates his Executive's employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive Executive's base salary and other benefits due Executive through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections Section 6 hereof for equal to one year following times Executive's annual compensation being paid at the date time of his Voluntary Termination. For purposes of determining bonus compensation under Section 6 which is not fixed (such as a bonus)fixed, the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. If the Executive has not been employed by the Company for at least three years, the annual amount of such unfixed bonus compensation shall be deemed to be equal to the average of such compensation over the period of time the Executive was employed by the Company immediately prior to the termination. In the event the Executive has been employed by the Company less than one year, the annual amount of such unfixed bonus compensation shall be deemed to be equal to the target bonus amount, if any, for the year in which such termination occurs. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or Executive's total non-qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.4 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon Executive's actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, Executive's dependents, beneficiaries and estate. Subject to applicable legal limits to the contrary including, without limitation, limits applicable to incentive stock options under the Code, in the event of termination pursuant to clauses (i) through (iii) of Section 5.2, Executive shall have three (3) years from the date of such termination to exercise any outstanding stock options.

By Executive. Except when Executive’s employment is terminated for Cause prior to a Change in Control or for death or Disability under Sections 6(a)(i), (ii) or (iii), Executive shall have the right to terminate his employment hereunder if (i) the Company Executive at any time gives written notice of termination (for any reason) to the Employer; (ii) there is a Voluntary Termination; (iii) there is Good Reason, or (iv) the Employer materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by the Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary TerminationEmployer. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i) through (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses (i) or (iiiii) of Section 5.26(b) above, the Employer’s obligations under this Agreement, including any obligations of the Employer under Section 5 hereof, shall cease as of the date of termination. (ii) If Executive terminates his employment hereunder pursuant to clauses (iii) or (iv) of Section 6(b), Executive, subject to Section 14 below, shall be entitled to receive immediately as severance severance, less applicable taxes and other deductions, the compensation and benefits provided Severance Payment as defined in Section 6 hereof that would otherwise 6(a)(iii) above. Subject to Section 6(c) below, the Severance Payment shall be payable over without interest in equal installments, but no less frequently than monthly, with the three years subsequent to such termination. For purposes final installment due on the second anniversary of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Terminationthe termination of Executive’s employment in accordance with this Section 6(b)(ii). For purposes The Employer may prepay any or all of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the terminationSeverance Payment without fee or penalty. 5.2.4 In (iii) Subject to Section 6(c) below, in addition, in the event of such termination pursuant to any of clauses (iiii) through or (iiiiv) of this Section 5.26(b), (A) all rights of Executive pursuant to awards of share grants or options granted by the Company Employer shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company Employer for such remaining Term for the purposes of the Company's Employer’s benefit plans, (C) the Executive shall be deemed to have retired from the Employer and shall be entitled as of the termination date, or at such later time as he may elect (or may have previously elected) to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, and (D) if any provision of this Section 6(b) cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Employer because the Executive has ceased to be an actual employee of the Employer, because the Executive has insufficient or reduced credited service based upon his actual employment by the Employer, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Employer itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, his dependents, beneficiaries and estate.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the confidentiality provisions set forth in Section 8 hereof and the noncompetition provisions set forth in Section 10 hereof9 hereof for a period of one (1) year without the additional compensation provided in Section 9. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses either clause (i) or clause (iii) of Section 5.2, Executive shall be entitled to receive his base salary and other benefits due him through the termination date, less applicable taxes and other deductions, and receive immediately in a lump sum as severance the severance, aggregate cash compensation and benefits provided in Section 6 hereof that would otherwise be payable over equal to three times Executive's annual compensation being paid at the three years subsequent to such time of termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive his base salary and other benefits due him through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections Section 6 hereof for equal to one year following times Executive's annual compensation being paid at the date time of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or his total non-qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.4 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon his actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, his dependents, beneficiaries and estate.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches and Executive's only rights to compensation under this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination.shall be as follows: 5.2.1 If Executive terminates his employment other than pursuant to clauses (i) through (iii) of Section 5.2and such termination does not constitute a Voluntary Termination or an Involuntary Termination, the Company's obligations under this Agreement shall cease as of the date of such termination termination, Executive shall have no right to compensation or other benefits under this Agreement for any period after the date of termination, and Executive shall be subject to the noncompetition non-competition provisions set forth in Section section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses (i) or (iii) of Section 5.2and such termination constitutes an Involuntary Termination, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the terminationInvoluntary Termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2hereunder and such termination constitutes a Voluntary Termination, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections Section 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2Voluntary Termination or Involuntary Termination, (A) all rights of Executive pursuant to awards of share grants or unexpired options granted by the Company shall be deemed to have vested and become immediately exercisable, and shall be released from all conditions and restrictionsrestrictions on transfer, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term the same period of time for which benefits are required to be paid under Section 5.2.2 or 5.2.3, as applicable, for the purposes of the Company's benefit plans, including, without limitation, any restricted stock agreements hereafter entered into with Executive.

By Executive. Except when Executive’s employment is terminated for Cause prior to a Change in Control or for death or Disability under Sections 6(a)(i), (ii) or (iii), Executive shall have the right to terminate his employment hereunder if (i) the Executive at any time gives written notice of termination (for any reason) to the Company; (ii) there is a Voluntary Termination; (iii) there is Good Reason, or (iv) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by the Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i) through (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses (i) or (iiiii) of Section 5.26(b) above, the Company’s obligations under this Agreement, including any obligations of the Company under Section 5 hereof, shall cease as of the date of termination. (ii) If Executive terminates his employment hereunder pursuant to clauses (iii) or (iv) of Section 6(b), Executive, subject to Section 14 below, shall be entitled to receive immediately as severance severance, less applicable taxes and other deductions, the compensation and benefits provided Severance Payment as defined in Section 6 hereof that would otherwise 6(a)(iii) above. Subject to Section 6(c) below, the Severance Payment shall be payable over without interest in equal installments, but no less frequently than monthly, with the three years subsequent to such termination. For purposes final installment due on the second anniversary of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Terminationthe termination of Executive’s employment in accordance with this Section 6(b)(ii). For purposes The Company may prepay any or all of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the terminationSeverance Payment without fee or penalty. 5.2.4 In (iii) Subject to Section 6(c) below, in addition, in the event of such termination pursuant to any of clauses (iiii) through or (iiiiv) of this Section 5.26(b), (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's ’s benefit plans, (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect (or may have previously elected) to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, and (D) if any provision of this Section 6(b) cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon his actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, his dependents, beneficiaries and estate.

By Executive. Executive shall have the right to terminate his Executive’s employment hereunder if during the Term (i) if the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; , (ii) there is a Voluntary Termination; or (iii) if there is an Involuntary Termination. 5.2.1 If , (iii) for any other reason than clauses (i), (ii) or (iv), or (iv) if the Company, in its sole discretion, elects not to create the position of Chief Banking Officer before May 22, 2008, or if Executive is not selected to be the Chief Banking Officer when that position is created and first filled, provided the Executive terminates his employment other than within ninety (90) days of May 22, 2008, or of another person’s appointment to that position. (a) If Executive terminates Executive’s employment pursuant to clauses (i) through clause (iii) of Section 5.25.2 prior to a Change in Control, the Company's ’s obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereoftermination. 5.2.2 (b) If Executive terminates his Executive’s employment hereunder pursuant to any of clauses (i) or clause (iii) of Section 5.2, after a Change in Control, the Executive shall be entitled to receive (i) the Other Benefits and (ii) immediately in a lump sum in cash as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to upon such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the terminationone times Executive’s Compensation. 5.2.3 (a) If Executive terminates his Executive’s employment hereunder pursuant to clause (i) of Section 5.2 during the two (2) year period following a Change in Control, or pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive (1) the Other Benefits, (2) the Vesting Benefits and (3) immediately in a lump sum in cash as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (upon such as a bonus)termination, the annual amount greater of such unfixed compensation shall be deemed to be the two times Executive’s Compensation or a multiple of Executive’s Compensation equal to the average number of such compensation over years (including any partial years) remaining under the three year period immediately prior to the terminationTerm of this Agreement. 5.2.4 In addition, in the event of such termination (b) If Executive terminates Executive’s employment pursuant to any of clauses clause (i) through of Section 5.2 other than under the circumstances described in the immediately preceding clause (iiia), Executive shall be entitled to receive (1) the Other Benefits, (2) the Vesting Benefits, and (3) immediately in a lump sum as severance upon such termination, a multiple of Executive’s Compensation equal to the number of years (including any partial years) remaining under the Term of this Agreement. 5.2.3 If Executive terminates Executive’s employment under this Agreement pursuant to clause (iv) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed entitled to receive immediately in a lump sum in cash as severance an amount equal to one times the Executive’s Compensation. Provided, however, Executive will be credited with service with paid his reasonable moving expenses to a destination within the Company for such remaining Term for the purposes of the Company's benefit plansContinental United States.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i) through (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 9 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses (i) or (iii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.25.2 prior to the fourth anniversary of the Effective Time, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the confidentiality provisions set forth in Section 8 hereof and the noncompetition provisions set forth in Section 10 9 hereof. 5.2.2 If during the Term, Executive terminates his employment hereunder pursuant to any of clauses (i), (ii) or (iii) of Section 5.25.2 or at any time after the fourth anniversary of the Effective Time, Executive shall be entitled to receive immediately as severance and the compensation and benefits provided in Section 6 hereof that would otherwise be payable over for the three years subsequent to such termination. For purposes remainder of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be Term and for the equal to the average of such compensation over the three year period immediately prior to the terminationspecified in Sections 6.9 and 6.10. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or his total non-qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.3 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon his actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, his dependents, beneficiaries and estate.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the confidentiality provisions set forth in Section 8 hereof and the noncompetition provisions set forth in Section 10 hereof9 hereof for a period of three (3) years. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses either clause (i) or clause (iii) of Section 5.25.2 and there has been a Change in Control, Executive shall be entitled to receive his base salary and other benefits due him through the termination date, less applicable taxes and other deductions, and receive immediately in a lump sum as severance, aggregate cash compensation provided in Section 6 equal to three times Executive's annual compensation being paid at the time of termination. If the Executive terminates his employment pursuant to clause (i) of Section 5.2 and in the absence of a Change in Control, Executive shall be entitled to receive immediately in a lump sum as severance upon such termination, an amount equal to one time Executive's annual compensation being paid at the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such time of termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive his base salary and other benefits due him through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections Section 6 hereof for equal to one year following times Executive's annual compensation being paid at the date time of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) 8) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or his total non- qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon his actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, his dependents, beneficiaries and estate.

By Executive. Executive shall have the right to terminate his Executive’s employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his Executive’s employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's ’s obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereoftermination. 5.2.2 If Executive terminates his Executive’s employment hereunder pursuant to any of clauses clause (i) of Section 5.2 and there has been a Change in Control, or pursuant to clause (iii) of Section 5.2, Executive shall be entitled to receive Executive’s base salary and other benefits due Executive through the termination date, less applicable taxes and other deductions, and receive immediately in a lump sum as severance the severance, aggregate compensation and benefits provided equal to three times Executive’s annual Compensation being paid at the time of termination. If the Executive terminates Executive’s employment pursuant to clause (i) of Section 5.2 and in Section 6 hereof that would otherwise the absence of a Change in Control, Executive shall be payable over the three years subsequent entitled to receive immediately in a lump sum as severance upon such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual an amount of such unfixed compensation shall be deemed to be the equal to one times Executive’s annual Compensation being paid at the average time of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his Executive’s employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive Executive’s base salary and other benefits due Executive through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections 6 hereof for equal to one year following times Executive’s annual Compensation being paid at the date time of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's ’s benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or Executive’s total non-qualified retirement benefit hereunder if under the terms of the Company’s qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.4 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon Executive’s actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, Executive’s dependents, beneficiaries and estate. Subject to applicable legal limits to the contrary including, without limitation, limits applicable to incentive stock options under the Code, in the event of termination pursuant to clauses (i) through (iii) of Section 5.2, Executive shall have three (3) years from the date of such termination to exercise any outstanding stock options.

By Executive. Executive shall have the right to terminate his Executive's employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his Executive's employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereoftermination. 5.2.2 If Executive terminates his Executive's employment hereunder pursuant to any of clauses clause (i) of Section 5.2 and there has been a Change in Control, or pursuant to clause (iii) of Section 5.2, Executive shall be entitled to receive Executive's base salary and other benefits due Executive through the termination date, less applicable taxes and other deductions, and receive immediately in a lump sum as severance the severance, aggregate compensation and benefits provided equal to three times Executive's annual Compensation being paid at the time of termination. If the Executive terminates Executive's employment pursuant to clause (i) of Section 5.2 and in Section 6 hereof that would otherwise the absence of a Change in Control, Executive shall be payable over the three years subsequent entitled to receive immediately in a lump sum as severance upon such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual an amount of such unfixed compensation shall be deemed to be the equal to one times Executive's annual Compensation being paid at the average time of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his Executive's employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive Executive's base salary and other benefits due Executive through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections 6 hereof for equal to one year following times Executive's annual Compensation being paid at the date time of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or Executive's total non-qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.4 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon Executive's actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, Executive's dependents, beneficiaries and estate. Subject to applicable legal limits to the contrary including, without limitation, limits applicable to incentive stock options under the Code, in the event of termination pursuant to clauses (i) through (iii) of Section 5.2, Executive shall have three (3) years from the date of such termination to exercise any outstanding stock options.

By Executive. Executive shall have the right to terminate his Executive's employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his Executive's employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereoftermination. 5.2.2 If Executive terminates his Executive's employment hereunder pursuant to any of clauses clause (i) of Section 5.2 and there has been a Change in Control, or pursuant to clause (iii) of Section 5.2, Executive shall be entitled to receive Executive's base salary and other benefits due Executive through the termination date, less applicable taxes and other deductions, and receive immediately in a lump sum as severance the severance, aggregate compensation and benefits provided in Section 6 hereof that would otherwise equal to two times Executive's annual compensation being paid at the time of termination. If the Executive terminates Executive's employment pursuant to clause (i) of Section 5.2 and in the absence of a Change in Control, Executive shall be payable over entitled to receive immediately in a lump sum as severance upon such termination, an amount equal to one times Executive's annual compensation being paid at the three years subsequent to such time of termination. For purposes of determining bonus compensation under Section 6, if any, which is not fixed (such as a bonus)fixed, the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. If the Executive has not been employed by the Company for at least three years, the annual amount of such unfixed bonus compensation , if any, shall be deemed to be equal to the average of such compensation over the period of time the Executive was employed by the Company immediately prior to the termination. In the event the Executive has been employed by the Company less than one year, the annual amount of such bonus compensation shall be deemed to be equal to the target bonus amount, if any, for the year in which such termination occurs. 5.2.3 If Executive terminates his Executive's employment pursuant to clause (ii) of Section 5.25.2 and there has been a Change in Control, Executive shall be entitled to receive Executive's base salary and other benefits due Executive through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections Section 6 hereof for equal to one year following times Executive's annual compensation being paid at the date time of his Voluntary Termination. For purposes of determining bonus compensation under Section 6, if any, which is not fixed (such as a bonus)fixed, the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. If the Executive has not been employed by the Company for at least three years, the annual amount of such unfixed bonus compensation, if any, shall be deemed to be equal to the average of such compensation over the period of time the Executive was employed by the Company immediately prior to the termination. In the event the Executive has been employed by the Company less than one year, the annual amount of such bonus compensation shall be deemed to be equal to the target bonus amount, if any, for the year in which such termination occurs. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or Executive's total non-qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.4 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon Executive's actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, Executive's dependents, beneficiaries and estate. Subject to applicable legal limits to the contrary including, without limitation, limits applicable to incentive stock options under the Code, in the event of termination pursuant to clauses (i) through (iii) of Section 5.2, Executive shall have three (3) years from the date of such termination to exercise any outstanding stock options.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) Executive may, in his sole discretion, without Cause, terminate the Company materially breaches this Agreement Term at any time upon 60 days' notice to the Chairman. If Executive exercises such termination right, Employer may, at its option, at any time after receiving such notice from Executive, relieve Executive of all duties and terminate the Term at any time prior to the expiration of said notice period, and such breach termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 6(a)(ii). If the Term is not cured within 30 days after written notice of such breach is given terminated by Executive or Employer pursuant to this Section 6(c)(i), Executive shall not be entitled to any further Base Salary or the Company; accrual or provision of any compensation or benefits hereunder after the Termination Date, except standard medical and hospitalization benefits in accordance with Employer's policy. (ii) there is During a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 Change of Control Period, Executive may terminate the Term for Good Reason upon 30 days' notice to Employer. If Executive terminates his employment other than exercises such termination right, Employer may, at its option, at any time after receiving such notice from Executive, relieve Executive of all duties hereunder and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a termination without Cause pursuant to clauses (i) through (iii) of this Agreement, including Section 5.2, 6(a)(ii). If the Company's obligations under this Agreement shall cease as of the date of such termination and Term is terminated by Executive shall be subject to the noncompetition provisions set forth in Section 10 hereof. 5.2.2 If Executive terminates his employment hereunder or Employer pursuant to any of clauses this Section 6 (i) or (iii) of Section 5.2c)(ii), Executive shall be entitled to receive immediately (1) payment on or prior to the Termination Date of a lump sum severance compensation payment equal to (A) the lesser of (x) three times Executive's Base Salary in effect as severance of the Termination Date, or (y) the 280G Limitation; (2) payment on or prior to the Termination Date of the Annualized Performance Bonus; (3) continued medical and hospitalization benefits for the first 18 months after the Termination Date and payment of all compensation and other benefits that shall have accrued hereunder as of the Termination Date, including Base Salary, Performance Bonus, paid leave benefits and reimbursement of incurred expenses; (4) the automatic vesting of all restricted stock, restricted stock units or similar rights to acquire capital stock of VSE granted by VSE to Executive; and (5) the automatic vesting of all unvested rights of Executive under VSE's Deferred Supplemental Compensation Plan; provided in Section 6 hereof that would otherwise Executive shall not be entitled, after the Termination Date, to the accrual or provision of any other compensation payable over the three years subsequent to such terminationhereunder. For purposes of determining compensation which is not fixed (such as a bonus)this Agreement, the annual amount of such unfixed compensation 280G Limitation shall be deemed to be applied after first giving due effect to, inter alia, the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation rights and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictionsclauses (2), except for restrictions on transfer pursuant to the Securities Act of 1933(3), as amended, (4) and (B5) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plansimmediately preceding sentence.

By Executive. Executive shall have the right to terminate his employment hereunder by Notice of Termination (as described in Section 7) if (i) the Company materially breaches this Agreement and such breach is not cured within 30 thirty (30) days after written notice of such breach is given by Executive to the Company; or (ii) there Executive determines that his termination is a Voluntary Termination; for Good Reason (as defined in Section 6.7). If Executive terminates his employment hereunder pursuant to clauses (i) or (iiiii) there is an Involuntary Termination. 5.2.1 of this Section 5.1, Executive shall be entitled to receive, as damages payable as a result of, and arising from, a breach of this Agreement, the compensation and benefits set forth in subsections (a) through (g) below. The time periods in (a) through (e) below shall be the lesser of the eighteen (18) month period stated therein or the time period remaining from the date of Executive's termination to the end of the Term of this Agreement. If Executive terminates his employment other than pursuant to clauses (i) through or (iiiii) of this Section 5.25.1, the Company's obligations under this Agreement shall cease as of the date of such termination. Except as provided in Section 5.4(a), the Company agrees that if Executive terminates employment and is entitled to benefits under this Section 5.1, he shall not be required to mitigate damages , nor shall any amount he earns reduce the amount payable by the Company hereunder. (a) Base Salary - Executive will continue to receive his Base Salary as then in effect (subject to withholding of all applicable taxes) for a period of eighteen (18) months from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than 30 days after his termination of employment; provided, further, that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value (as defined in Section 5.4(e)) on the date Executive's employment under this Agreement is terminated. (b) Bonuses and Incentives - Executive shall receive bonus payments from the Company for the eighteen (18) months following the month in which his employment under this Employment Agreement is terminated in an amount for each such month equal to one-twelfth of the average of the bonuses earned by him for the two fiscal years in which bonuses were paid immediately preceding the fiscal year in which such termination occurs. Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision. Executive shall also receive a prorated bonus for any uncompleted fiscal year at the date of termination (assuming the Target Award level will be achieved for such year), based upon the number of days that he was employed during such fiscal year divided by 365 days. The bonus amounts determined herein shall be paid in a single lump sum payment, to be paid not later than 30 days after termination of employment; provided, that, with respect to the 12 months payments, the lump sum amount shall be determined by taking the twelve monthly bonus payments to be made and discounting them to their Present Value (as defined in Section 5.4(e)) on the date Executive's employment under this Agreement is terminated. (c) Health and Life Insurance Coverage - The health and group term life insurance benefits coverage provided to Executive at his date of termination shall be continued at the same level and in the same manner as if his employment under this Agreement had not terminated (subject to the noncompetition provisions set forth customary changes in Section 10 hereof. 5.2.2 If such coverages if Executive terminates his employment hereunder pursuant to any retires, reaches age 65 or similar events), beginning on the date of clauses such termination and ending on the date eighteen (i18) or (iii) months from the date of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation termination shall be deemed to be the equal paid by Executive by separate check payable to the average Company each month in advance. If the terms of any benefit plan referred to in this Section, or the laws applicable to such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2plan, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is do not fixed (such as a bonus)permit continued participation by Executive, the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by then the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except will arrange for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plansother coverage at its expense providing substantially similar benefits.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations under this Agreement shall cease (except as provided in Section 6.4) as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereof.8 and Exhibit A. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses either clause (i) or clause (iii) of Section 5.2, Executive shall be entitled to receive immediately as severance the aggregate compensation and benefits provided in Section 6 hereof that would otherwise be payable over equal to two times Executive's annual compensation being paid at the three years subsequent to such time of termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation paid over the three year period 36 months immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the aggregate compensation and benefits provided in Sections Section 6 hereof for equal to one year following times Executive's annual compensation being paid at the date time of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation paid over the three year period 36 months immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, (including the requirement to exercise such options no later than three months of the termination of employment), except for restrictions on transfer pursuant to the Securities Act of 1933, as amended. If Executive becomes Disabled, and (B) the Executive shall be deemed is being compensated pursuant to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plansexisting disability insurance, Executive shall receive no additional compensation for disability from the Company under this Agreement.

By Executive. Executive shall have the right to terminate his Executive's employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his Executive's employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the confidentiality provisions set forth in Section 8 hereof and the noncompetition provisions set forth in Section 10 hereof9 hereof for a period of one (1) year without the additional compensation provided in Section 9. 5.2.2 If Executive terminates his Executive's employment hereunder pursuant to any of clauses either clause (i) or (iii) of Section 5.2, Executive shall be entitled to receive Executive's base salary and other benefits and allowances (such as club or auto allowance) due Executive through the termination date, less applicable taxes and other deductions, and receive immediately in a lump sum as severance the severance, aggregate compensation and benefits provided in Section 6 hereof that would otherwise be payable over equal to three times Executive's annual compensation being paid at the three years subsequent to such time of termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his Executive's employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive Executive's base salary and other benefits due Executive through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections Section 6 equal to one times Executive's annual compensation being paid at the time of Voluntary Termination and Executive shall be subject both to the confidentiality provisions set forth in Section 8 hereof and the noncompetition provisions set forth in Section 9 hereof for a period of one (1) year following without the date of his Voluntary Terminationadditional compensation provided in Section 9. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or Executive's total non-qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.4 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon Executive's actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, Executive's dependents, beneficiaries and estate. Subject to applicable legal limits to the contrary, including, without limitation, limits applicable to incentive stock options under the Code, in the event of termination pursuant to clauses (i) through (iii) of Section 5.2, Executive shall have three (3) years from the date of such termination to exercise any outstanding stock options.

By Executive. Executive shall have the right to terminate his employment hereunder by Notice of Termination (as described in Section 7) if (i) the Company materially breaches this Agreement and such breach is not cured within 30 thirty (30) days after written notice of such breach is given by Executive to the Company; or (ii) there Executive determines that his termination is a Voluntary Termination; for Good Reason (as defined in Section 6.7). If Executive terminates his employment hereunder pursuant to clauses (i) or (iiiii) there is an Involuntary Termination. 5.2.1 of this Section 5.1, Executive shall be entitled to receive, as damages payable as a result of, and arising from, a breach of this Agreement, the compensation and benefits set forth in subsections (a) through (i) below. The time periods in (a) through (i) below shall be twelve (12) months if termination occurs before June 17, 1998 and eighteen (18) months if termination occurs on or after June 17, 1998. If Executive terminates his employment other than pursuant to clauses (i) through or (iiiii) of this Section 5.25.1, the Company's obligations under this Agreement shall cease as of the date of such termination. Except as provided in Section 5.4(a), the Company agrees that if Executive terminates employment and is entitled to benefits under this Section 5.1, he shall not be required to mitigate damages by seeking other employment, nor shall any amount he earns reduce the amount payable by the Company hereunder. (a) Base Salary - Executive will continue to receive his Base Salary as then in effect (subject to withholding of all applicable taxes) for a period, as determined in Section 5.1, from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than 30 days after his termination of employment; provided, further, that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value (as defined in Section 5.4(e)) on the date Executive's employment under this Agreement is terminated. (b) Bonuses and Incentives - Executive shall receive bonus payments from the Company for the period, as determined in Section 5.1, following the month in which his employment under this Employment is terminated in an amount for each such month equal to one-twelfth of the average of the bonuses earned by him, if any, for the two fiscal years in which bonuses were paid immediately preceding the year in which such termination occurs. Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision. Executive shall also receive a prorated bonus for any uncompleted fiscal year at the date of termination (assuming the Target Award level has been achieved), based upon the number of days that he was employed during such fiscal year. The bonus amounts determined herein shall be paid in a single lump sum payment, to be paid not later than 30 days after termination of employment; provided, that the amount of such lump sum payment shall be determined by taking the bonus payments (as of the payment date) to be made and discounting them to their Present Value (as defined in Section 5.4(e)) on the date Executive's employment under this Agreement is terminated. (c) Health and Life Insurance Coverage - The health and group term life insurance benefits coverage provided to Executive at his date of termination shall be continued at the same level and in the same manner as if his employment under this Agreement had not terminated (subject to the noncompetition provisions set forth customary changes in such coverages if Executive retires, reaches age 65 or similar events), beginning on the date of such termination and ending on the date, as determined in Section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any 5.1, from the date of clauses (i) or (iii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation termination shall be deemed to be the equal paid by Executive by separate check payable to the average Company each month in advance. If the terms of any benefit plan referred to in this Section, or the laws applicable to such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2plan, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is do not fixed (such as a bonus)permit continued participation by Executive, the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by then the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except will arrange for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plansother coverage at its expense providing substantially similar benefits.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.25.2 prior to the second anniversary of the Effective Time, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the confidentiality provisions set forth in Section 8 hereof and the noncompetition provisions set forth in Section 10 9 hereof. 5.2.2 If during the Term, Executive terminates his employment hereunder pursuant to any of clauses (i), (ii) or (iii) of Section 5.25.2 or at any time after the second anniversary of the Effective Time, Executive shall be entitled to receive immediately as severance and the compensation and benefits provided in Section 6 hereof that would otherwise be payable over for the three years subsequent to such termination. For purposes remainder of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be Term and for the equal to the average of such compensation over the three year period immediately prior to the terminationspecified in Sections 6.9 and 6.10. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or his total non-qualified retirement benefit hereunder if under the terms of the Company's qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.3 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon his actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, his dependents, beneficiaries and estate.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's obligations obligation under this Agreement shall cease (except as provided in Section 6.4) as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereof.8 and Exhibit A. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses either clause (i) or clause (iii) of Section 5.2, Executive shall be entitled to receive immediately as severance the aggregate compensation and benefits provided in Section 6 hereof that would otherwise be payable over equal to two times Executive's total compensation (which includes only the three years subsequent to such base salary and the annual performance bonus) being paid at the time of termination. For purposes of determining compensation which is not fixed (such as a bonus)total compensation, the annual amount current base salary at the time of such unfixed compensation termination shall be deemed to be the equal added to the average of such compensation over the last three year period immediately annual performance bonuses paid prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the aggregate compensation and benefits provided in Sections Section 6 hereof for equal to one year following times Executive's total compensation being paid at the date time of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus)total compensation, the annual amount current base salary at the time of such unfixed compensation termination shall be deemed to be the equal added to the average of such compensation over the last three year period immediately annual performance bonuses paid prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, (including the requirement to exercise such option no later than three months of the termination of employment), except for restrictions on transfer pursuant to the Securities Act of 1933, as amended. If Executive becomes Disabled, and (B) the Executive shall be deemed is being compensated pursuant to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plansexisting disability insurance, Executive shall receive no additional compensation for disability from the Company under this Agreement.

By Executive. Executive shall have the right to terminate his employment hereunder if (i) the Company or the Bank materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the CompanyCompany and the Bank; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his employment other than pursuant to clauses (i) through (iii) of Section 5.2, the Company's and the Bank's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition non-competition provisions set forth in Section section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses either clause (i) or (iii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections Section 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company or the Bank shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company and the Bank for such the remaining Term for the purposes of the Company's and the Bank's benefit plans.

By Executive. Executive shall have the right to terminate his Executive’s employment hereunder if (i) the Company materially breaches this Agreement and such breach is not cured within 30 days after written notice of such breach is given by Executive to the Company; (ii) there is a Voluntary Termination; or (iii) there is an Involuntary Termination. 5.2.1 If Executive terminates his Executive’s employment other than pursuant to clauses (i), (ii) through or (iii) of Section 5.2, the Company's ’s obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereoftermination. 5.2.2 If Executive terminates his Executive’s employment hereunder pursuant to any of clauses clause (i) of Section 5.2 and there has been a Change in Control, or pursuant to clause (iii) of Section 5.2, Executive shall be entitled to receive Executive’s base salary and other benefits due Executive through the termination date less applicable taxes and other deductions and a lump sum payment equal to three times Executive’s Compensation. If the Executive terminates Executive’s employment pursuant to clause (i) of Section 5.2 and in the absence of a Change in Control, Executive shall be entitled to receive immediately in a lump sum as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to upon such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual an amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the terminationone times Executive’s Compensation. 5.2.3 If Executive terminates his Executive’s employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive Executive’s base salary and other benefits due Executive through the termination date less applicable taxes and other deductions and receive immediately in a lump sum as severance the aggregate compensation and benefits provided in Sections Section 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the terminationone times Executive’s Compensation. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's ’s benefit plans, and (C) the Executive shall be deemed to have retired from the Company and shall be entitled as of the termination date, or at such later time as he may elect to commence receiving the total combined qualified and non-qualified retirement benefit to which he is entitled hereunder, or Executive’s total non-qualified retirement benefit hereunder if under the terms of the Company’s qualified retirement plan for salaried employees he is not entitled to a qualified benefit, and (D) if any provision of this Section 5.2.4 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because the Executive has insufficient or reduced credited service based upon Executive’s actual employment by the Company, because the plan or arrangement has been terminated or amended after the effective date of this Agreement, or because of any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits and credits for such benefits to Executive, Executive’s dependents, beneficiaries and estate. Subject to applicable legal limits to the contrary including, without limitation, limits applicable to incentive stock options under the Code, in the event of termination pursuant to clauses (i) through (iii) of Section 5.2, Executive shall have three (3) years from the date of such termination to exercise any outstanding stock options (provided that such provision shall not be deemed to extend the 10 year term of any options).

By Executive. Executive shall have the right to terminate his employment hereunder if (i) Executive may, in his sole discretion, without Good Reason, terminate the Company materially breaches this Agreement Term at any time upon 60 days’ notice to the Chairman or the Board. If Executive exercises such termination right, Employer may, at its option, at any time after receiving such notice from Executive, relieve Executive of all positions, duties and obligations hereunder and terminate the Term at any time prior to the expiration of said notice period, and such breach termination shall not constitute a termination without Cause pursuant to this Agreement, including Section 6(a)(ii). If the Term is not cured within 30 days after written notice of such breach is given terminated by Executive or Employer pursuant to this Section 6(c)(i), Executive shall not be entitled to any further Base Salary or the Company; accrual or provision of any compensation or other benefits hereunder after the Termination Date, except standard medical and hospitalization benefits in accordance with Employer’s policy. (ii) there is Executive may terminate the Term for Good Reason upon 30 days’ notice to Employer. If Executive exercises such termination right, Employer may, at its option, at any time after receiving such notice from Executive, relieve Executive of all positions, duties and obligations hereunder and terminate the Term at any time prior to the expiration of said notice period, and such termination shall not constitute a Voluntary Termination; or (iii) there is an Involuntary Terminationtermination without Cause pursuant to this Agreement, including Section 6(a)(ii). 5.2.1 If (x) If, prior to January 1, 2022, the Term is terminated by Executive terminates his employment other than or Employer pursuant to clauses this Section 6 (ic)(ii) through (iii) of Section 5.2, the Company's obligations under this Agreement shall cease as of the date of such termination and Executive shall be subject to the noncompetition provisions set forth in Section 10 hereof. 5.2.2 If Executive terminates his employment hereunder pursuant to any of clauses (i) or (iii) of Section 5.2, Executive shall be entitled to receive immediately (A) payment on or prior to the Termination Date of a lump sum severance compensation payment equal to the lesser of (x) two times the sum of Executive’s Base Salary in effect as severance of the Termination Date and the Annualized Performance Bonus or (y) the 280G Limitation; (B) company-paid continued medical and hospitalization benefits for the first 18 months after the Termination Date and payment of all compensation and other benefits that shall have accrued hereunder as of the Termination Date, including Base Salary, Performance Bonus, paid leave benefits and reimbursement of incurred expenses; (C) the automatic vesting of all restricted stock, RSUs or similar rights to acquire capital stock of VSE granted by VSE to Executive in full; and (D) the automatic vesting of all unvested rights of Executive under DSCP in full; provided that Executive shall not be entitled, after the Termination Date, to the accrual or provision of any other compensation or benefits payable hereunder. For all purposes of this Agreement, the 280G Limitation shall be applied after first giving due effect to, inter alia, the rights and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by the Company shall be deemed to have vested and shall be released from all conditions and restrictionsclauses (B), except for restrictions on transfer pursuant to the Securities Act of 1933, as amended, (C) and (BD) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plansimmediately preceding sentence.

By Executive. Executive shall have the right to terminate his employment hereunder by Notice of Termination (as described in Section 7) if (i) the Company materially breaches this Agreement and such breach is not cured within 30 thirty (30) days after written notice of such breach is given by Executive to the Company; or (ii) there Executive determines that his termination is a Voluntary Termination; for Good Reason (as defined in Section 6.7). If Executive terminates his employment hereunder pursuant to clauses (i) or (iiiii) there is an Involuntary Termination. 5.2.1 of this Section 5.1, Executive shall be entitled to receive, as damages payable as a result of, and arising from, a breach of this Agreement, the compensation and benefits set forth in subsections (a) through (i) below. The time periods in (a) through (i) below shall be 12 months if termination occurs before May 15, 1997 and 18 months if termination occurs after May 15, 1997. If Executive terminates his employment other than pursuant to clauses (i) through or (iiiii) of this Section 5.25.1, the Company's obligations under this Agreement shall cease as of the date of such termination. Except as provided in Section 5.4(a), the Company agrees that if Executive terminates employment and is entitled to benefits under this Section 5.1, he shall not be required to mitigate damages by seeking other employment, nor shall any amount he earns reduce the amount payable by the Company hereunder. (a) Base Salary - Executive will continue to receive his Base Salary as then in effect (subject to withholding of all applicable taxes) for a period of twelve (12) months or eighteen (18) months from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than 30 days after his termination of employment; provided, further, that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value (as defined in Section 5.4(e)) on the date Executive's employment under this Agreement is terminated. (b) Bonuses and Incentives - Executive shall receive bonus payments from the Company for the twelve (12) months or eighteen (18) months following the month in which his employment under this Employment is terminated in an amount for each such month equal to one-twelfth of the average of the bonuses earned by him, if any, for the two fiscal years in which bonuses were paid immediately preceding the year in which such termination occurs. Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall not be affected by this provision. Executive shall also receive a prorated bonus for any uncompleted fiscal year at the date of termination (assuming the Target Award level has been achieved), based upon the number of days that he was employed during such fiscal year. The bonus amounts determined herein shall be paid in a single lump sum payment, to be paid not later than 30 days after termination of employment; provided, that the amount of such lump sum payment shall be determined by taking the bonus payments (as of the payment date) to be made and discounting them to their Present Value (as defined in Section 5.4(e)) on the date Executive's employment under this Agreement is terminated. (c) Health and Life Insurance Coverage - The health and group term life insurance benefits coverage provided to Executive at his date of termination shall be continued at the same level and in the same manner as if his employment under this Agreement had not terminated (subject to the noncompetition provisions set forth customary changes in Section 10 hereof. 5.2.2 If such coverages if Executive terminates his employment hereunder pursuant to any retires, reaches age 65 or similar events), beginning on the date of clauses such termination and ending on the date twelve (i12) months or eighteen (iii18) months from the date of Section 5.2, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Section 6 hereof that would otherwise be payable over the three years subsequent to such termination. For purposes Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts. Any costs Executive was paying for such coverages at the time of determining compensation which is not fixed (such as a bonus), the annual amount of such unfixed compensation termination shall be deemed to be the equal paid by Executive by separate check payable to the average Company each month in advance. If the terms of any benefit plan referred to in this Section, or the laws applicable to such compensation over the three year period immediately prior to the termination. 5.2.3 If Executive terminates his employment pursuant to clause (ii) of Section 5.2plan, Executive shall be entitled to receive immediately as severance the compensation and benefits provided in Sections 6 hereof for one year following the date of his Voluntary Termination. For purposes of determining compensation which is do not fixed (such as a bonus)permit continued participation by Executive, the annual amount of such unfixed compensation shall be deemed to be the equal to the average of such compensation over the three year period immediately prior to the termination. 5.2.4 In addition, in the event of such termination pursuant to any of clauses (i) through (iii) of this Section 5.2, (A) all rights of Executive pursuant to awards of share grants or options granted by then the Company shall be deemed to have vested and shall be released from all conditions and restrictions, except will arrange for restrictions on transfer pursuant to the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to be credited with service with the Company for such remaining Term for the purposes of the Company's benefit plansother coverage at its expense providing substantially similar benefits.